THE WESTERN PACIFIC RAILROAD 
COMPANY 


rene ener = 


TO 


FIRST FEDERAL TRUST COMPANY 


AND 


HENRY E. COOPER, 


Trustees, 


THE Liarany 
DIVERSE OF aoe 


First esartasae 


DATED JUNE 26, $2t Ge. 


~ 


Sra MOA. 


Cuas. P. Youna Co., Printers, 19 Beaver St., N. Y. 


. 


[ 


Return this 


Latest Dat 


book on or before the 


€ stamped below. 


University of Illinois Library 


3k. 8. 


is Mar 28 IIvxie 


18 TENTS.* 

PAGE 
Le cee sent ea ess scetenss toca set catoccestere sect cceasosene I 
rk i Te OS Oe aa Ree S | 
fe a as a, Hy 
aeines mae Salonen we See I 
CEE Le. lille tte lee I 
Seah 2 Che Cae 
ee. eee ee SEN ee 
iyetos Deaissued tye ek 3 
EX of Dall a pi Rtas eee STD 3 
it VSURCT SE UN a 7 
MMe Lorne cen Pe Oy sy 
1 Te, helen a 2 
FN a9: ofa (Ue ere eaeah era eae oe 1d 
See a a re pr ce ee a D 12 

cific Railway Company. or 
i Se nt eel Te a ee ree I2 
POs alte Lakes Gitye  P Le T2 
WIE Re ©, Babel tata a WG) 
5 at aS ee ae 13 
set ac RNAS at Sede sal Ube 
Loe a i A ae rls 
ne 5 Ak 
TPT y eR AS ICE 8 Si i lp sormmenceroeemenn-—_ seo es 
SUNS) LN ERS 0k) U6 (te es eM teens labios ee eee UNS, 
ema pore Tyartesetitiy Owned. 16 
Se 7 pS oie) 85h ye A oR a a Be 3 Ke’ 
Prpemuercten tereconveyed sin trust. o2 18 
fekel ie? TENOR RSS Epa < eS AED ae ea eRe ne ee 19 
(We letlive thy pba Che Sil: 5 Relic Sees Ae ke ee > 20 
eg POSS ca TUE (ae TNS SE aS oe vee ae eae LCT 
A ee ieee 
ESTE) ee ct con Es Sh ae = 20 
Company may acquire property free of lien hereof. atin 
BURT AGE A con oncud Exam! a1: DAE ACARI Reece aR nr ey Ore 22 
USGI. Tie V2 aW ENE a ka gece cigs ® 2 aes DOR a en cae ane ean aoe 


*The Table of Contents is not in the Mortgage as executed and recorded. 


6 


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1°} | 


a 


538 


* 


VTL 28 


is Mar 28 Iixie iSk. S. 


stants 


TABLE OF CONTENTS.* 


PAGE 
RECITALS: 
CSSUUATER). gear oo vs tS gs Se I 
Picuror ation Aldepowers:of,Gompany.._ 
Incorporation, and powers of corporate Ttustcetin (uae 8 Se BR 
(Biseietioy GaP CEES GC sR sees oe ese a cee ane. 
ireigalsereation.o1, bonded indebtedness.— oe 
user mees CIM CIT CCCORS:. eet FR et 
CRT OF) 2 SBTC S14 US alta Coa nS Re le Re ere 
Text of bonds of $20,000,000 presently to be isstted tess 3 
cen Epa ainh UE Cae) ET SE Na 6 01 Ta ae cle ae a 3 
“SASS GOB] Ry tate! eee te ea RE ieee nS ee ae ae 7, 
EVENS Lessa DG = a Sa Po cae ee ey, 
| AGHENCUETSEE US SUG B.S MON Cie sec es a, Rene Se ee — er 
bet ore trustees eautventication.on.all bonds__.___._._.. a TE 
GRANTING CLAUSES: 
Cosme S81 GR aN GEE nel eee ened than le dle A RE TER 12 
Property formerly of Western Pacific Railway Company or 
HS, FREER TS eo Ge ie al teed la a ER eA ae 12 
—main line from San Francisco to Salt Lake City. ele 
BEUraneieivectronr atpona tO. lesla So. ce Pees 
Beet Cem SVE LEICO TA e TES CLC. ee ces 13 
SLT io wo Mik nee lel a IR eli a eis 
a GAS Tea SI Weal Ad ee natn koa ane ee ot 
Be emer ee RCE TCL St ee ee ee ia 
SEAL ag ROR aa 8 each cain SU LA lad ee oe 6.) 
SpefS PIES Wah) [41S BIR Mel ee lon daar oe re OR cer aro 
Sinemurapeny vurescitlwrowned 16 
ANE i ad ol Nig 8 ore gg Ae Alls ae A lee EaeiO 
Piper venereal cieconveveduin tfiist 18 
lpn train Laiatetcly AG hd eae. NE Sn Re ate en a ae ae lO 
[Eyes Tat 0. SR nea Sa AEE AON a a 20 
Leger VE istciegl at Ae DUE: Sy eS Sees Se 2 ee pied 
UNTER uh aso DEN ag og eli Re SO aids Pl 
VEST? soe LR ee ee ee = 20 
Company may acquire property free of lien hereof. OS} 
LeU IET PDT ES” & sbconote op Oe tN ls Lae eet Ae ee MEA, 
PTW TAY Tea ET eater J sal Re Ae ee ee Ee: 


*The Table of Contents is not in the Mortgage as executed and recorded. 


3) | 
°) 
6) | 


€ 38 


‘se / 


oa a 


Sec. 


Sec. 


Sec. 


Sec. 


TABLE OF CONTENTS. 


ALICE APIRE., 


PAGE 
TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF BONDS... 


1. Terms of $20,000,000 of bonds presently to be issued 


‘“Lerms of-additional bonds fe es eee oe 
—interest gratepand) Gates 22. eee eee a. 
——place and “meditint ofepayimient seer eee 
redemption: pricem eee oe 
—deductionelor=taxtss. eo ee eee ee thee 
AN OU OC en ete 
—registered bonds without coupons and registration 

of coupon | bondsiis... er ee ee — 
—date of coupon and registered bonds. me 

== SETICS ee eee eee ee = 
Exchange Of: borids ise 3 eee eee = 
Numbeting) and™ lettering ee eee As 
Variationsiin text otpbonds22 eee 
ExeCUtION 6 DONS =a TNE ERC OS Sorell pnnconh_ che 
Resolution of directors fixing terms of bonds... 
Maximum amount "$50,000,000. 2 meee oh 
Adoption ot@acts oot Vollicers:: i eh eee 
Authentication sof* Goupotis= aco eee sf 
Authentication bys Lrustees2 2 ee 
Authentication in advance of recording... 
; Bond registrarse-e ee ee ee eee = 
Transfer of fullysrecistered sbonds.. 
Registration and transfer of COUPON ADONdSs nea 
Ownership of s bonds... See ee 


Authentication of bonds in exchange or with respect 
to redemption of outstanding bonds of other series 
OT, LOTR a er tcc cae tag erento ec 

Authentication of bonds in exchange for bonds of dif- 


ferent form, denomination, series or tenOT en = 

Charges for exchange or transfer Of DOGS ence 

Sec. 5s. slemporary »bonds. =. eee 
Sec. *.6." Bond S6cripy ees eae ete renee ree = 
Optional form of-bond ‘scrip. certificate = = 

Sec. 7. Mutilated, destroyed or lost bonds__________—_ 

ARTICLE SECOND. 

AUTHENTICATION AND, DELIVERY, OF BONDS et Ss 
Authentication#for, oricinal Sissies eee aa 
Sec. 1. $20,000,000 of bonds on request... Pein ere Nese a nek: 


Covenant to deposit hereunder $15,000,000 of proceeds... 
Payment*of money so. deposited == ee mh, 
Purposés's: oe eee eee 


23 
23 
24 
25 
25 
25 
25 
25 


25 
26 
26 
26 
26 
27 
27 
27 
28 
28 
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29 
29 
30 
30 
30 


30 


Sec. 


Sec. 


Sec. 
Sec. 


Sec. 


TABLE OF CONTENTS. 


—obligations of receivers of Western Pacific Railway 
Company, charges on property sold at foreclosure, 
SO 1 acai ei «gett te late REIDY 57 tae coc apnea AE 

—protection or enforcement of claims against The 
Denver and Rio Grande Railroad Company... 


—purposes enumerated in Section 2. cece — 
Dpecuments to be delivered to, Tristees a 
2. $30,000,000 of bonds to be authenticated hereafter 
bucposes. Re ald ae Ae A le Sa 
—extensions and feeders. es 
—hbetterments, improvements and equipment... eae 
AEA S PARTON incre ie sian toi, Led ACES a 
—payment or acquisition of certified Rene re : 
—interest accrued during construction period... 
—reimbursement of previous expenditures... a 
pale of bonds and deposit of proceeds... 
$1,000 of bonds to be authenticated for $1,000 of liabili- 
SSS GSW tes Me oes hit clots a a ca ee = 
Documents to be delivered to Trustees: ne 24 
——ceriinied, Copy: Of resolution. A 
—certificate as to additions or betterments eee 
BME tsi t) SO CUT ILCs ae gee ne : 
—certificate as to liens paid or acquired. - 
Ree USC OMCOEN Cate. fen ee Oe 
—certificate as to interest during construction period... 
—evidence of vesting of title to new property............ oe 
—supplemental indenture ———______-__— te 
SUS ST NCRUETT A Vey Peta ob aT) foal SAE EO es 
Consent of stockholders to authentication of bonds for 
Defies Wish tg) a Meg ya od (oq phan = a A So OR ws 
Reservation of bonds or cash against certified liens... 2 
Obligations of subsidiary company to be pledged here- 
under if bonds authenticated for its benefit... 
POeh TONS hae ee ee Nd. sac A ER 
SemereraG CLAN Ve CON) ATV og ee ee og eS ve 
— “lability” SLAMS gph BIC atthe a eR a, Mee NERO 
meet eC ee CO ATOC praesent = 
OU ae Taek © Bee Le CSE SESE 5 Sl Selena eR 
Cash deposited hereunder to be deposited with Deposi- 
DPM e Lost. test ORE ae STIL SOR ACU ARS SE Ee See eee = 
Company may fix PRORORUIONG mie ee een en a eG 
4. Cash deposited hereunder to be subject to lien hereof._... 
5. Delivery of documents under this Article.—____ ~ 
Te ete Cie LS tC eS te ae wd: 
jTyvnas tern cha tarsbha getty’ oat ig Chol chet wetedee kihls sed, een eae et 
Gpitiek nich (ohn Meazats ©). ace S ane Mekaniie Ses yaaa oe 
6. Right to obtain authentication or payment to cease on 


Pe boas ooo Veg ERE | peel tee es en Ll oe Oe ER 


iv 


TABLE OF CONTENTS. 


AGRIC Ee Eth L), 


PAGE 
REDEMPTION OF BONDS—SINKING FUND eoosssccsssnesssnssessneeesnsesesnereeaneeesasecemesee 63 
Sec. 1. Any series redeemable in whole or part on interest date.. 63 
Drawing of bonds in case less than whole series is to 
De redeemed a ee ee cee ee 63 
Publication of notice in New York and San Francisco... 64 
in other Gcitres ss ecko ee ae re ee onl ei 
Mailings of | MOtice oe asec eee erates eee eee ee eam eeaeOs 
Payment on redemption............... UA SAI ME Ne Mesias ne 5 65 
Partial redemption of 4 bond = sc ee eee 06 
Deposit to credit of unsurrendered bonds__.__ =O 
Sec. 2. Bonds) redeemed; to: be canceled or stamped. = ees 67 
Redeemed bonds may be kept alive to secure refunding 
bonds, hereatfer isstied s.r oe ee 67 
Sec. 3. Application of cash deposited hereunder to redemption 
OL P CLEC ERS U Coser eee ee 68 
Sec... odicoinkitie Pardee ae ee 68 
Company to deposit. $50,000 14. eat. ne rene Sa 0S 
Purchase, of; bonds for sinking, (und 2. en 69 
Call “tor-tenders 22 ee es 69 
Unexpended money to be applied to redemption of bonds 70 
Bonds purchased or redeemed for sinking fund to be 
Canceled eee re ie) 
ARTICLE“FOURLEE: 
PARTICULAR COVENANTS OF ‘THE COMPANY... eee 2 Ye) 
ec, 1. Covenant tofpay principal vandsinterest 2 =n 70 
Coupons notto: berextended! sees. tee eee eee oe yh 
Sec. 2. Covenant to maintain office or agency in New York... 7a 
—in other places =. ee 2 2 eee er eee eee ee eee a1 
Sec. 3. After-acquired property to become subject to lien hereof 
without ‘turthereconveyancCe === = ee eee 72 
Covenant f{orsfurther asstirances2= eee ee 72 
Supplemental indentures™ 62 = ee ee Tz 
Sec. 4. Prior lien or subsidiary company’s obligations not pledged 
hereunder to be paid, renewed, extended or replaced... 73 
Sec; #15:. Covenant ™notmtospermite prior Miici Sn ee eee ig 
Sec. 6; Covenant (tot pay ata xcs 20s ee ee 74, 
Sec.. 7. Covenant not-to suiter detaultunder leases ee 75 
Sec. 8. Covenant as to stock and indebtedness of subsidiary 
COMPANTeS ae Re Co ac eee ee 75 
Covenant as to sale or lease by subsidiary company............. 76 
Sec. 9. Covenant to preserve franchises and property... eG 
Equipment+to beurnarked = ae ee ee = eG 
Covenant -to maintain wequipment sa eee 76 
Sec. 10. Covenant to issue and use bonds in accordance herewith... 77 
Covenant to apply undeposited portion of proceeds of 
$20,000,000 of bonds only to certain purposes... ay, 


TABLE OF CONTENTS. Vv 
PAGE 
Bemert.- Covenant to record) mortgage 78 
Pep ae Govemalt as to yinstitance. ooger oe ee i eN. 78 
Apallcanon sof insuratice cmoney_2 ee 78 
pec. T's; Subsequent mortgages on mortgaged property to be sub- 
PET Vase Semesters ae ran eae amt MOG a a drinieh a = 79 
ARTICLE FIFTH. 
AS TO STOCK AND BONDS PLEDGED HEREUNDER ..ecsssssssssesseescesseeeeseneee 79 
Sec. 1. Trustees may deal with pledged securities for pur- 
WCRI At cgste | 9 cne nh ORO OMe ako ae Wesabe Ane Soe 79 
Sec. 2. Income of pledged securities payable to Company until 
SON Sse Ried 2 Eoin OR entire ea 27 Aca ak sen 6 ake es ee EsLOE 
Sec. 3. Company may vote pledged stock until default. Tenet 
Sec. 4. Pledged obligations to be held by Trustees as purchasers 82 
Pledged prior lien obligations not enforceable until de- 
Salk, Jiteg ALES. clo lr ec ae ne 
DecmES we nrorceiient Or tuedved securities tas) etek! 
Purchase of property to protect pledged securities............ 84 
PSOrectiotiaciap cde: securities iw 5 ty 85 
Trustees may join in plan of reorganization or read- 
EOE NCSI T? GRU TANRS i Re RIO a AON, Len ess aioe ate Mo a5 
Sec. 6. Merger, consolidation or sale by subsidiary company....... 85 
easeubvasisidiarvacOmpany. 58 85 
Dissolution of subsidiary COmparry.eeececsecceeccseeeeceeeceeeeten tctnalllgey 1550) 
Sec. 7. Renewal or extension of pledged obligations... il Hs 
Release of indebtedness of subsidiary company... 86 
Cancelation of entire issue of pledged obligations and 
discharge of instrument SECUTING SAME. eeeeeceeneeom Se ale 
Sec. 8. Amounts payable to Trustees on pledged securities.__.. 87 
EYppliearion On stitistse COWeCteds ee etsy, 
ecmne mIOCenitiicalonTon -hrlustces re wa Neh 
Sec. 10. Trustees may rely on opinion of counsel] sees Les ts 
ARTICLE SIXTH: 
REMEDIES OF TRUSTEES AND BONDHOLDERS.u.ccsscsssssscessssssssessessnssensteenseesnseemes 88 
Sec. 1. Extended, funded and detached coupons deferred in 
[REMUS ALAS cesta evaded seks Poets BL See Oo 
SHPee ek IDE ah ra Ge EL ee le ee ee 88 
PSALM DEAL OOS see LS ee i A te A ai tat rie go 
Application ‘Wii We 1LG 5:4 {teks Pcene UE ae Se See ee oe Oe QI 
Company and Trustees restored to former positions after 
Pach ey NC titers shrlt tfor i ecker neers uel War Reeene he Wak UNdads Paes eee 92 
Sec. 3. Upon default Trustees to vote pledged stock and collect 
fcomicy omnpiedred securities... es 92 
Secwas Declaranon.or matiiutyioteprincipals: 2. aay, 3G 
Secs Purcmedy cand waiver por (deétailita Sa eee eee 95 
Rescission of declaration. of maturity_2..- 96 


vi 


TABLE OF CONTENTS. 


PAGE 
Sec. 6. Sale by Trustees: on .détanit” eee ee natin (8,54 
Institution of judicial proceedings on default... ote e's) 
Duty of Trustees to proceed upon request of bondholders 97 
Holders of mre jon in amount of bonds to control 
; Procecdiligsa = =e Sheree CU eat lt me es ST! 
Sec. 7. Property to be sold as an entirety 1 ee OT, 
Right to marshall sewaly cg ese ere ee eee ee vs’ 
Sec. 8. Notice: of salesau teak 2 aeneninainae ts eee see ee 
Adjournments Of Sale neeceeneeneeennnnne ements ane 
Sec. 9. Vesting: titleiin purchaser Serer EOS 
Conveyances by: Trustees authorized____.__._..____._ 99 
Sale to divest all interest of the Company... eG 
Personal property “deemed: fixtures 0 ae ee ee 9,0) 
Sec, 10. Protection otf “purchaser 22 eee 5 4090 
Sec. 11. Principal of all bonds to become due on sale... 100 
Sec: 12, Application of proceeds “otsale = sea ped 438) 
Sec. 13. Bonds and coupons may be applied on purchase price. 101 
Bondholders ‘may. bid eee 101 
Sec. 14. On default in payment of interest or principal Company 
to pay Trustees entire;amount due_ 2 IOI 
Trustees entitled to recover judgment though other pro- 
ceeding’ss pendin cy. meee ee ee ee ee 102 
Trustees entitled to deficiency judgment. = 102 
Recovery of judgment not to affect Mem een 102 
Application of moneys Collected neem nnnennntnnmnnan 102 
Trustees not to exercise concurrent remedy if lien thereby 
would be lost) 2.2 2 ee 102 
Sec. 15. Presentation of bonds and coupons for payment... 103 
Sec. 16. Stay, extension, valuation and appraisement laws waived 103 
Right of redemption waived t= =a ence 104 
Secrel Trustees entitled to appointment Of reCELVETS enn ccsecccneenn 104 
Power's ‘of irecetversig.. 2 ee ee 104 
Trustees to retain control of pledged securities and cash... 105 
Sec. 18. In certain events Trustees need not await prescribed 
period oie ek ats yee eae ee eae eer eee 105 
Sec. 19. Voluntary surrender to Trustees 3 106 
Sec. 20. Bondholders not to sue until Trustees notified, requested 
and ‘indemnified ) 2: 2°22 Bah es ee ee ee 106 
Trustees may proceed without possession of bonds. 107 
Sec. 21. Remedies hereunder cumulative... ccceccccecceceeeenceersnseuennesnennenes 107 
Sec. 22. Acceptance of interest not to waive default. nee Biter, 
Delay not to impair rights or waive default._____-_- . 108 
Remedies exercisable? repeatedly, 2.2 == eee 108 
Sec. 23. Company and Trustees restored to former positions on 
discontinuance or adverse determination of proceedings 108 
ARTICLE SEVENTH. 
RELEASES OF MorTGAGED PROPERTY AND SALES AND LEASES BY 
SUBSIDIARY (COM PANTES ia csice eee ee 108 
Sec, 1. Company or subsidiary company may sell or exchange 
property or securities on certain conditions....IWW 108 


TABLE OF CONTENTS. 


vii 


PAGE 
Sec. 2. Leases of land by Company or subsidiary company......... 109 
Sec. 3. Sale by Company or subsidiary company of tracks or 
trackage TIPiits Ou cettain tondiuois. . 110 
Sec. 4. Surrender of franchises and abandonment of tracks or 
Srrctsres GU Ceram conaiions ose ee ha: 
Sec. 5. Worn-out rails and equipment. eee Se iB 
Chanees in location of striictires 1 III 
Sec. 6. Amendments or surrender of leases, trackage rights 
SRY AEST G GTA cle ls lato! SSAA Sak 112 
Sec. 7. Documents to be delivered to Trustees under this Article: 112 
Bee enw Cony POLeTeSOtiOns: 113 
SetEnd (The) shoe Sl ee, SPU a ac ela 113 
—evidence as to vesting title of new property... 113 
peat cine a ICentures oe 114 
STR Ge  PVero 11 eC RSC ea ic 114 
Trustees may receive documents as conclusive evidence... 114 
Trustees may require further evidence by appraisal or 
SP ISIR Nghe! asset hoa ee. fk, Le INP Oe erTEA 
Sec. 8. Proceeds of released property to be deposited hereunder... 114 
Application, Of) money “so deposited. mal tf 
Pewee rr Oe SRD Cre eter ke 115 
Sec. 9. Powers in this Article exercisable by Company only 
while in possession and not in default. erie 
Powers exercisable by receiver or Trustees in possession... I15 
ETM a, WSS ima Pte Se Fn TNS RO RTS) se sale taal Olean Sel iG 
Ag MEG Il Gls Mie 
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, DIRECTORS AND 
COV GSB Ce ote. NES Ta Se SO ell 115 
Incorporators, stockholders, directors and officers exempt from 
che gh UNS) ise sae, allah coal sy aN ee a Beeris 
ARLICLE NINTH: 
POSSESSION UNTIL DEFAULT—DEFEASANCE CLAUSE. ccsscccssssncssssssseceesene 117 
Sec. 1. Possession in Company until default, receivership, or 
Uta elgg SCNT a o'ata Fore” anlialSst Obie ae ace nee ea 117 
Covenant of Company as to application of income of 
REPL eee Cre ACS a en E17 
Sy, eise ee ee eelis 
ARLICLE: TENTH, 
Paty ele tener PUSIRAE UNITS ee ee ce a TAO 
Sec. 1. Consolidation, merger, sale and lease permitted on cer- 
PCEPCUNULiCN ls Leet oe eee eS OE B® fe) 
Sec. 2. Successor corporation substituted for Company.— 120 
Sec. 3. Issue of bonds by successor corporation... 120 
Sec. 4. Surrender of powers reserved to Company... ec oem AT 
Sec. 5. Successors or assigns of Company bound... 121 


Vill 


TABLE OF CONTENTS. 


ARTICLE ELEVENTH. 


PAGE 
BONDHOLDERS @ACTS AND HoLpINGsw = ae ee iz 
Sec. 1. Form and proof of execution of instruments by bond- 
holders © 2527s eee Se eee ee eee eney dl ee 
Sec. 2. Proof of ownership of bonds and CoupoONS.. enn 122 
Sec. 3. Proof conclusive in favor of Trustees or Company... 122 
ARTICLE hiWirite se: 
GONCERNING THE “TRUSTEES 20 eo ee 122 
Sec. 1. Trustees protected in acting upon documents believed 
LOT De PR eniiine see eee Ree ee ee ee ee 122 
== May ,EINTLOY AS EN(S 212: sue owe ena eee eee ee 123 
—liable only for wilful misconduct or gross negligence 123 
——protected by /Opitiiensol.counséle= ae. a 23 
—not required to record mortgage, CtC..ccscecencennne eles 
—not responsible for acts or omissions of Depositaries... 123 
—not liable for debts or damages while in possession... 124 
Assent of bondholder binding on subsequent owners of 
same: bond \_ ke ee ee ee eee 124 
Trustees not responsible for validity of mortgage or 
Doris cscs oe ee Cert ae ey oe rece ee oe ge ee 
—-nor for representations or tecitals = eee ee 124 
—may assume no default exists until notified. Loy.) 
—not required to take action without written request 
and. “indemnity {3.5 ee 125 
—entitled to compensation and reimbursement.................. 125 
Trustees and Depositaries may acquire bonds and cou- 
PONS iste oe rte ar 125 
Certificate as to ownership of stock of Company con- 
clusive-evidencesto Trusteessiys pee ne eee 125 
Trustees may rely on certificate in absence of other ex- 
Press“provisiomAs)io evidencessess.. ee ues 126 
Sec. 2) Resignations! -britstedsitun ee oe ee 126 
Removal of vrustecs 2 sas eee eee RD Ser aS. 126 
Sec. 3. Appointment of successor Trustee by bondholdets............ 127 
Temporary appointment by Company. eccccccccccenccccecsusses 127 
Appointment’: byscoturit= 226 mee eee ree Sie 127 
Corporate Trustee to be trust company in San Fran- 
cisco.or New ey ork ee I oe ee ely, 
Appointment: of additional “Urustecss 2 ee 127 
Merger or consolidation of corporate Trustee. = 128 
Sec. 4. Vesting mortgaged premises in successor Trustee............ 128 
sec. 5. ‘Trustees’ take as jointitenantanc, 4, ee eee ee 129 
Stipulation by Trustees for exercise of power by one 
Triistee S55 see: oR te eae ee oe Se ee 129 
Direction by holders of majority in amount of bonds 
that action be taken by one Trustee alone. 130 


Power of surviving Trustee when office of other Trustee 
is vacant <2 34 ee eee 


TABLE OF CONTENTS. 


ix 


PAGE 


metreerOr NOtCe Of Lrustecs=-. ee 
Delivery of securities or payment of cash to either Trus- 
tee effectual payment or delivery to both... 
Bonds to be authenticated and cash controlled by both 
ep CCa tae ee ee ot oe Pid: 
Method of execution of instruments by Trustees__ 
Each Trustee may appoint attorneys in fact... 
Sec. 6. Successor Trustee may adopt certificate of authentica- 
Piney PEC OCECSEOL. eee ee ee ee 


ARTICLE THIRTEENTH. 


SLND VEE ROVISIONS (ck hee. 
Sec. 1. Definitions: 


Jo 0eeneeenmewnnnnnetssereccncmnmnecmns sen cnnnectsenmeenens essere 


SU Sar Nah A Ele ICS eae etme gee de ae —_ 

SO TG Tp ne Te ee gS Oe se 

— Trustee”, “bond”, “bondholder” and “holder” 

~ ey evga eT OTS 2S nde A Ny, ea ee 

—‘holder” Tinie Doane Bee ee 
—"bondholder” aM holler oe ee yy 


—“subject hereto”, “subject to this indenture”, “sub- 
ject to the lien hereof”, “subject to the lien of this 


indenture” “othe a dec erhtlen Seeet SSAA let ce DAE ae 

Pe Dlegr er Nereundern gs _ 
eS Th a Te na P Ls Oy Yee Pi tae ea alls ane irae eae Oe 

Meaning of holders of majority or any specified percen- 

PP ee eaIDOUNt POR MONdS 225k et 

Meaning Othmaturity by the terms thereof”__1 


Definitions : 
Be neash.aepositen shereinder se 
— “terminal FE XGIR CRY» Et ot SE Mea an eal Renta Aerouaee 
Seated CA RULTEC INE, Ome rene Re oe ke ed Be 
2c en ate Eo EN 2 Te St a 
Sec. 2. Execution of demands and other instruments by the 
OC UTYE SS ON! Sallecniall 9d RMIT SE ROE ee 
Authentication of resolution... ee et 
Writing signed by all members of Executive Committee 
sufficient in lieu of certified copy of resolution..__ 
Sec. 3. Execution hereof in counterparts... _—_____. 
Sec. 4. Effect of invalidity of any provision ereofaee. ts oie es 


ARTICLE FOURTEENTH. 


12 Oe ok TS Nig an a A ET Nt ee 
Rights confined to parties and bondholders._______ 


ARTICLE FIFTEENTH. 


GCP RAN CEN EY OL ROGET RES ol no, eee ee he eee eee 2 
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iqugo aware Pew ase 


AN INDENTURH, dated the twenty-sixth day of June, 
1916, between THe Western Paciric Raitroap Company (here- 
in called the ‘‘Company’’), party of the first part, and First 
FeperaL Trust Company (herein called the ‘‘corporate Trus- 
tee’’) and Henry E. Coorgr, having his residence in the City 
of New York, New York County, State of New York, and 
having an office or place of business at No. 37 Wall Street, 
in the Borough of Manhattan in said city (herein called the 
‘‘individual Trustee’’—the corporate Trustee and the indi- 
vidual Trustee being herein coJlectively called the ‘‘'Trus- 
tees’’), parties of the second part: | 


Wuersas, the Company is a corporation duly organized 
and existing under and by virtue of the laws of the State of 
California and is authorized by its charter and by law to ae- 
quire, construct, maintain and operate lines of railroad in 
the State of California and also in other States and has duly 
qualified as a foreign corporation authorized to acquire, con- 
struct, maintain and operate lines of railroad in the States of 
Nevada and Utah, respectively; and 


Wuersas, the corporate Trustee is a corporation organ- 
ized and existing under the laws of the State of Cali- 
fornia and is authorized by its charter and by law to accept 
the trusts and to exercise the powers vested in and conferred 
upon it by this indenture; and 


Wuersas, the Company has acquired certain lines of rail- 
road in California, Nevada and Utah, and desires to provide 
for betterments, additions and extensions hereafter to be 
made and for other corporate purposes; and 


Wuersgas, by resolution adopted by unanimous vote of the 
Board of Directors of the Company at a special meeting 
called for that purpose and approved by the written assent 


* The marginal notes are not in the mortgage as executed and recorded. 


Parties.* 


Incorporation 
and powers of 
Company. 


Ineorporation 
and powers of 
eorporate 
Trustee. 


Purposes 
of issue. 


Original creation 
of bonded 
indebtedness. 


Authorization 
by directors. 


Authorization 
of indenture. 


2 


or assents of stockholders of the Company holding all of its 
subscribed or issued capital stock given in the manner pro- 
vided by law, the original creation of the bonded indebted- 
ness of the Company to the amount of $50,000,000 has been 
duly authorized and directed and a certificate in respect to 
the original creation of such bonded indebtedness of the Com- 
pany has been duly filed in the office of the County Clerk 
of the city and county where the original articles of incorpora- 
tion of the Company are filed, to-wit, in the office of the 
County Clerk of the City and County of San Francisco, State 
of California, and a certified copy of said certificate has been 
duly filed in the office of the Secretary of State of the State 
of California; and 


WuHereas, pursuant to such authorization, the Board of 
Directors of the Company, at a meeting of said Board duly 
convened and held, at which a quorum was present, has, by 
unanimous concurrence, authorized and directed the making 
as provided herein of the bonds of the Company, lim- 
ited to the aggregate principal amount of $50,000,000 at any 
one time outstanding, to be known as its First Mortgage Gold 
Bonds and to mature March 1, 1946, whereof the $20,000,000 
principal amount presently to be issued are to bear interest 
at the rate of five per cent. per annum, payable on the first 
days of March and September, and to be redeemable at the face 
amount thereof and accrued interest thereon, and the other 
bonds are to bear interest at such rate or rates, not exceeding 
six per cent. per annum, payable on such semi-annual dates 
and are to be redeemable at such price or prices as shall, pur- 
suant to the conditions hereinafter expressed, be determined 
by the Board of Directors of the Company at the time of the 
issue thereof and be stated in said bonds, respectively; and 


Wuereas, at meetings of the Board of Directors and stock- 
holders of the Company duly convened and held, it has been 
resolved that, in order to secure the payment of the principal 
of and interest on all of the bonds at any time outstand- 


3 


ing hereunder, the Company shall execute and deliver to 
First Federal Trust Company and Henry E. Cooper, parties 
hereto of the second part, as Trustees, a mortgage and deed 
of trust in the terms of this indenture of the lines of railroad, 
franchises, equipment and other property hereinafter de- 
scribed and at said meetings a mortgage and deed of trust in 
the form of this indenture has been submitted and duly 
approved and its execution, acknowledgment and delivery by 
the proper officers of the Company have been duly authorized 
and directed; and 


Wuereas, the text of the coupon bonds for $1,000 and 
of the coupons to be annexed thereto and of the registered 
bonds, of the $20,000,000 of bonds presently to be issued, is 
to be substantially to the following effect (the blanks therein 
to be appropriately filled) and the English text of the other 
bonds and coupons may be of similar tenor or may differ as 
hereinafter authorized—and such insertions, additions, omis- 
sions, variations and substitutions may be made in the text 
of, and such provisions may be endorsed on, any of said 
bonds as are hereinafter authorized: | 


[Form oF $1,000 coupon BOND. ] 


Le oes Aare $1,000 
UNITED STATES OF AMERICA. 
The Western Pacific Railroad Company 
First Morteace Goitp Bonn. 


Tue Western Paciric Rattroap Company (herein called 
the ‘‘Company’’), for value received, hereby promises to pay 
to bearer or, if registered, to the registered owner of this 
bond on the first day of March, 1946, at its office or agency 
in the Borough of Manhattan in the City of New York, One 
thousand Dollars ($1,000) in gold coin of the United States of 
America of or equal to the standard of weight and fineness 


Text of bonds 
of $20,000,000 
presently to 
be issued: 


—coupon bond 
for $1,000; 


4 


as it existed June 26, 1916, and to pay interest thereon from 
June 26, 1916, but only upon presentation and surrender 
as they severally mature of the interest coupons hereto an- 
nexed, at the rate of five per cent. per annum, payable at its 
said office or agency in the Borough of Manhattan in 
the City of New York or at its office or agency in 
the City and County of San Francisco, as’ the coupon 
holder may elect, in like gold coin on the first day of Septem- 
ber, 1916, and thereafter semi-annually on the first day of 
March and the first day of September in each year until pay- 
ment in full of said principal sum. Both the principal of 
and interest upon this bond shall be paid without deduction 
for any tax, assessment or other governmental charge (except 
the Federal income tax imposed by the Act of Congress 
approved October 3, 1913, with respect to income derived 
from interest paid hereon) which the Company or the Trus- 
tees hereinafter mentioned, or either of them, may be required 
to pay thereon or to retain therefrom under any present or 
future law or ordinance of the United States of America or 
of any state, territory, municipality or other taxing authority 
therein; and the Company hereby assumes the payment of all 
such taxes, assessments and charges with the exception afore- 
said. 

This bond is one of the First Mortgage Gold Bonds of the 
Company issued and to be issued under and equally secured 
by an indenture of mortgage and deed of trust dated June 26, 
1916, executed by the Company to First Federal Trust Com- 
pany and Henry EK. Cooper, as Trustees, the bonds secured 
whereby are limited to the principal amount of $50,000,000 
at any one time outstanding. As provided in said mortgage 
and deed of trust, said bonds may be for various principal 
sums, may bear interest at different rates and may otherwise 
vary as therein provided. For the nature and extent of the 
security, the rights of the holders of bonds and coupons and 
of the Company and the terms and conditions on which said 
bonds are and are to be executed, authenticated, delivered and 


5) 


secured, reference is made to said mortgage and deed of trust, 
to all of the provisions whereof the holder hereof and of any 
coupon hereto belonging, by accepting this bond or any such 
coupon, assents. 

This bond is subject to redemption at the option of the 
Company on any semi-annual interest payment date, after 
published notice the first publication whereof shall be at least 
sixty days before such date, at the face amount thereof and 
accrued interest on such face amount to the date of redemp- 
tion. 

The principal of all of the bonds outstanding under said 
mortgage and deed of trust may be declared or become due 
and payable (in case of default or otherwise) upon the con- 
ditions, in the manner and with the effect provided in said 
mortgage and deed of trust. 

This bond shall pass by delivery, unless registered 
as to principal in the name of the owner on the books 
of the bond registrar in the Borough of Manhattan 
in the City of New York, such registration being 
noted hereon, and thereafter no transfer hereof shall be valid 
unless made on said books by the registered owner hereof 
in person or by his attorney and similarly noted hereon, but 
this bond may be discharged from registration by being trans- 
ferred in like manner to bearer, whereupon it shall be again 
transferable by delivery; but again from time to time it may 
be registered as before. The coupons, however, shall always 
be transferable by delivery. 

The holder of this bond at his option may surrender the . 
same alone or together with other coupon bonds of like tenor 
of the denomination of $1,000 each, with all unmatured cou- 
pons thereto belonging, for cancelation in exchange for a reg- 
istered bond or bonds without coupons of like tenor for the 
same aggregate principal sum and such registered bonds 
without coupons in turn may be re-exchanged for coupon 
bonds of the denomination of $1,000 each in the same aggre- 
gate principal sum, but in either case only on payment, if the 


6 


Company shall so require, of the charges provided for in said 
mortgage and deed of trust. 

No recourse shall be had for the payment of the principal 
of or interest upon this bond or for any claim based hereon or 
otherwise in respect hereof or of said mortgage and deed of 
trust against any incorporator, stockholder, director or officer, 
past, present or future, of the Company, or of any prede- 
cessor or successor company, by the enforcement of any 
assessment, call or payment or by any legal or equitable pro- 
ceeding or in any other manner, whether by virtue of any con- 
stitution, statute, rule of law, contract, express or implied, 
representation or otherwise (save only against directors or 
officers for malfeasance or gross negligence in the performance 
of their duties as such directors or officers), all such liability 
(except as aforesaid) being, by the acceptance hereof and as 
part of the consideration for the issue hereof, expressly re- 
leased—all as provided in said mortgage and deed of trust. 

This bond shall not be valid or become obligatory for any 
purpose until the certificate hereon endorsed shall have been 
signed by or on behalf of the Trustees under said mortgage 
and deed of trust. 


In Witness Wuereor,.The Western Pacific Railroad 
Company has caused this bond to be signed in its corporate 
name by its President or one of its Vice-Presidents and its 
corporate seal to be hereto affixed, duly attested by its Secre- 
tary or an Assistant Secretary, and the coupons for said in- 
terest authenticated by the engraved signature of its Treas- 
urer to be attached hereto, as of the twenty-sixth day of June, 
1916. 


THE WESTERN PACIFIC RAILROAD COMPANY, 


By. ee eee . 
Vice-President. 
Attest: 


Seeccccercccescssececescceacecescoeeseesecececcasccecesecerocescscecceesceses 


Assistant Secretary. 


7 


[FORM OF FIRST INTEREST COUPON. | —first coupon; 
No. 1. $8.89. 


On the first day of September, 1916, The Western Pacific 
Railroad Company will pay to the bearer at its office or 
agency in the Borough of Manhattan, in the City of New 
York, or at its office or agency in San Francisco, California, 
as the bearer may elect, Eight dollars and eighty-nine cents 
($8.89) in United States gold coin, being two months, four 
days interest then due on its First Mortgage Gold Bond 
No. , unless said bond shall have been called for 
previous redemption. 


Treasurer. 
[FORM OF COUPON EXCEPT THE FIRST. | —other coupons; 
LN la hala $25. 
On the first day of , 19 , The Western 


Pacific Railroad Company will pay to the bearer at its office 
or agency in the Borough of Manhattan, in the City of New 
York, or at its office or agency in San Francisco, California, 
as the bearer may elect, Twenty-five dollars ($25) in United 
States gold coin, being six months interest then due on its 
First Mortgage Gold Bond, No. , unless said bond shall 
have been called for previous redemption. 


Somer omeenecceseesecensssonccesonsesaanessaecnsssasesseneaesssscssensesees saseces: ~ 


Treasurer. 


[FORM OF REGISTERED BOND. | ~registered 
ond. 


UNITED STATES OF AMERICA. 
The Western Pacific Railroad Company 
REGISTERED First Mortaace Gotp Bonp. 


Tue WESTERN Pactric Rattroap Company (herein called the 
‘‘Company’’), for value received, hereby promises to pay to 


or assigns, on the first day of 
March, 1946, at its office or agency in the Borough of Manhat- 
tan in the City of New York 
Dollars ($ ) in gold coin of the 
United States of America of or equal to the standard of weight 
and fineness as it existed June 26, 1916, and to pay interest 
thereon from the date hereof at the rate of five per cent. per 
annum, payable at its said office or agency in the Bor- 
ough of Manhattan, in the City of New York or at 
its office or agency in the City and County of San 
Francisco, as the registered owner may elect, in like gold 
coin on the first day of September, 1916, and thereafter semi- 
annually on the first day of March and the first day of Septem- 
ber in each year until payment in full of said principal sum. 
Both the principal of and interest upon this bond shall be 
paid without deduction for any tax, assessment or other gov- 
ernmental charge (except the Federal income tax imposed by 
the Act of Congress approved October 3, 1913, with respect 
to income derived from interest paid hereon) which the Com- 
pany or the Trustees hereinafter mentioned, or either of them, 
may be required to pay thereon or to retain therefrom under 
any present or future law or ordinance of the United States 
of America or of any state, territory, municipality or other 
taxing authority therein; and the Company hereby assumes 
the payment of all such taxes, assessments and charges with 
the exception aforesaid. 

This bond is one of the First Mortgage Gold Bonds of the 
Company issued and to be issued under and equally secured by 
an indenture of mortgage and deed of trust dated June 26, 
1916, executed by the Company to First Federal Trust Com- 
pany and Henry E. Cooper, as Trustees, the bonds secured 
whereby are limited to the principal amount of $50,000,000 at 
any one time outstanding. As provided in said mortgage and 
deed of trust, said bonds may be for various principal sums, 
may bear interest at. different rates and may otherwise vary 
as therein provided. For the nature and extent of the secur- 


q 


ity, the rights of the holders of bonds and of the Company and 
the terms and conditions on which said bonds are and are to be 
executed, authenticated, delivered and secured, reference is 
made to said mortgage and deed of trust, to all of the pro- 
visions whereof the holder hereof, by accepting this bond, 
assents. 

This bond is subject to redemption at the option of the 
Company on any semi-annual interest payment date, after 
published notice the first publication whereof shall be at least 
sixty days before such date, at the face amount thereof and 
accrued interest on such face amount to the date of redemp- 
tion. In case this bond shall be for a principal amount in 
excess of $1,000, any part hereof equal to $1,000 or a multiple 
of $1,000 may be so redeemed, in which case the owner hereof 
shall be entitled to receive coupon or registered bonds (as he 
may request) for a principal amount equal to the part hereof 
not so redeemed. 

The principal of all of the bonds outstanding under 
said mortgage and deed of trust may be declared or become 
due and payable (in case of default or otherwise) upon the 
conditions, in the manner and with the effect provided in 
said mortzage and decd of trust. 

This bond is transferable by the registered owner 
hereof in person or by attorney on the books of the 
bond registrar in the Borough of Manhattan in the City 
of New York upon surrender and cancelation of this 
bond and, thereupon, a new registered bond or new reg- 
istered bonds of like tenor for the same aggregate principal 
sum will be issued to the transferee in exchange herefor; 
or the registered owner of this bond at his option may sur- 
render the same for cancelation and exchange for a coupon 
bond or coupon bonds of lke tenor of the denomination of 
$1,000 each for the same aggregate principal sum which in 
turn may be re-exchanged for a registered bond or bonds 
of the tenor of this bond—in either case only on the payment, 


10 


if the Company shall so require, of the charges provided for 
in said mortgage and deed of trust. 

No recourse shall be had for the payment of the principal 
of or interest upon this bond or for any claim based hereon or 
otherwise in respect hereof or of said mortgage and deed of 
trust against any incorporator, stockholder, director or officer, 
past, present or future, of the Company, or of any prede- 
cessor or successor company, by the enforcement of any as- 
sessment, call or payment or by any legal or equitable proceed- 
ing or in any other manner, whether by virtue of any consti- 
tution, statute, rule of law, contract, express or implied, repre- 
sentation or otherwise (save only against directors or officers 
for malfeasance or gross negligence in the performance of 
their duties as such directors or officers), all such lability 
(except as aforesaid) being, by the acceptance hereof and as 
part of the consideration for the issue hereof, expressly re- 
leased—all as provided in said mortgage and deed of trust. 

This bond shall not be valid or become obligatory for any 
purpose until the certificate hereon endorsed shall have been 
signed by or on behalf of the Trustees under said mortgage 
and deed of trust. 


In Witness Wuereor, The Western Pacific Railroad Com- 
pany has caused this bond to be signed in its corporate name 
by its President or one of its Vice-Presidents and its cor- 
porate seal to be hereto affixed, duly attested by its Secretary 
or an Assistant Secretary, as of the day of ; 
19 


THE WESTERN PACIFIC RAILROAD COMPANY, 


Vice-President. 
Attest: 


Assistant Secretary. 


11 


and 


Wuergas, the Trustees’ authentication on all of said bonds 
is to be in substantially the following form: 


[FORM OF TRUSTEES’ AUTHENTICATION. | 


This bond is one of the bonds described in the within- 
mentioned indenture. 


FIRST FEDERAL TRUST COMPANY, 
Corporate Trustee, 


HENRY E. COOPER, 
Indiwidual Trustee, 


and 


Wuersas, all acts and things prescribed by law and by the 
charter and by-laws of the Company in respect to the creation 
and issue of said bonds and the making of this indenture have 
been duly performed and the Company proposes to execute 
and deliver this indenture and said bonds in the exercise of 
each and every legal right and power in it vested; 


Now, THererors, Tunis [npenturr WIrTNeEsserH, that, in 
order to secure the payment of all of said bonds (which are 
hereinafter called ‘‘First Mortgage Bonds’’) at any time is- 
sued and outstanding under this indenture according to their 
tenor, purport and effect, as well the interest as the principal 
thereof, and to secure the performance and observance of all 
of the covenants and conditions therein and herein contained 
and to declare the terms and conditions upon which the First 
Mortgage Bonds are to be executed, authenticated, delivered 
and received, the Company, in consideration of the premises 
and of the acceptance or purchase of said bonds by the holders 
thereof and of the sum of One hundred Dollars, lawful money 


Text of Trustees’ 
authentication 
on all bonds. 


Granting 
clauses. 


Grant and 
conveyance. 


Property 
formerly of 
Western 
Pacific Railway 
Company or 

its receivers: 


—main line 
from San 
Francisco to 
Salt Lake City; 


12 


of the United States of America, to it duly paid by the Trustees 
at or before the ensealing and delivery of these presents, the 
receipt whereof is hereby acknowledged, hath granted, bar- 
gained, sold, aliened, remised, released, conveyed, confirmed, 
mortgaged, pledged, assigned, transferred and set over, and 
by these presents doth grant, bargain, sell, alien, remise, re- 
lease, convey, confirm, assign, mortgage, pledge, transfer and 
set over unto the Trustees, their successors in the trust and 
their assigns forever, all of the following described railways, 
franchises and other properties (which collectively are herein- 
after called the ‘‘trust estate’’), to wit: 


First.—All and singular the following described lines of 
railroad, terminals, lands, equipment, shares of stock and 
other real and personal property and interests and rights 
in property owned by the Company or to which it may be 
entitled, formerly the property of or belonging to Western 
Pacific Railway Company, a corporation of the State of Cali- 
fornia, or its receivers: 


I.—A main line of railroad commencing in the City 
and County of San Francisco, running thence in and 
through said City and County to certain slips, piers and 
landing places upon San Francisco Bay in said City and 
County; thence by ferry and barge to the City of Oak- 
land, in the County of Alameda; thence in and through 
said City of Oakland; thence in a southeasterly, easterly, 
northeasterly and northerly direction through the Coun- 
ties of Alameda and San Joaquin, passing in and through 
the City of Stockton in said County of San Joaquin; 
thence in a general northerly direction through the 
County of Sacramento, passing in and through the City 
of Sacramento in said county; thence in a general north- 
erly direction through the Counties of Sutter and Yuba, 
passing in and through the City of Marysville in said 
County of Yuba; thence in a general northerly direction 
through the County of Butte, passing through the City 


13 


of Oroville in said County; thence in a general northeast- 
erly, easterly and southeasterly direction through the 
County of Plumas; thence in a general northerly and 
easterly direction through the County of Lassen to a 
point on the boundary line between the States of Cali- 
fornia and Nevada; thence in a general easterly and 
northeasterly direction through the Counties of Washoe, 
Humboldt, Lander, Eureka and Elko, in the State of 
Nevada, to a point on the boundary line between the 
States of Nevada and Utah; thence in a general easterly 
direction through the Counties of Tooele and Salt Lake, 
in the State of Utah, to and into Salt Lake City, in said 
State of Utah—said line of railroad being about 927.3 
miles in length. 


Il.—A branch line of railroad, having its initial point 
and connection with said main line at or near Carbona 
in San Joaquin County, California, and extending thence 
in a southwesterly and westerly direction to a point near 
Tesla, Alameda County, California—being about 13 miles 
in length. 


III.—AIl terminals and all lands and interests in 
lands, easements therein and improvements thereon, in- 
cluding, among other things, yards, station and depot 
grounds, sheds, station houses, freight houses, ware- 
houses, elevators, stock-yards, carhouses, engine houses, 
oil tanks, water tanks, water supply, shops, hotels, board- 
ing houses, hospitals, docks, wharves, piers, slips, tele- 
phone and telegraph lines and other structures and erec- 
tions and the appurtenances of all and every of the fore- 
going, whether or not for use in connection with said or 
any lines of railroad. 


IV.—AII locomotives, motor cars, express cars, dining 
cars, freight cars, passenger cars, combination cars, work 
ears and other rolling stock; all ferries, tugs, barges, 
transfers, lighters, harbor craft and other floating equip- 


—branch line 
from Carbona 
to Tesla; 


—terminals, 
telegraph lines, 
etc. ; 


—equipment; 


—shares of 
stock; 


~-leases and 
agreements 5. 


14 


ment; all machinery, tools and appliances, all electrical 
generating and transmission and other electrical appara- 
tus and all other equipment, apparatus, appliances and 
facilities. 


V.—The following shares of stock in other corpora- 
tions, which are hereby assigned to and simultaneously 
with the execution hereof are deposited with the Trustees: 


995 shares of the par value of $100 each of the capital 
stock of The Salt Lake City Union Depot and Rail- 
road Company, a Utah corporation, all of the other 
shares of stock wherein (except 9 shares held by 
directors)—to wit, 996 shares—are owned or con- 
trolled by The Denver and Rio Grande Railroad 
Company, a consolidated corporation existing un- 
der the laws of Colorado and Utah. 


4000 shares of the par value of $100 each of the capital 
stock of Standard Realty and Development Com- 
pany, a California corporation, being all of the 
capital stock thereof except 5 shares held by direc- 
tors. 


VI—The estates, interests and rights of the Company 
under any and all leases, leaseholds, rights under leases 
or contracts, trackage agreements, traffic agreements and 
operating agreements, and particularly the interests and 
rights of the Company heretofore possessed by Western 
Pacific Railway Company (but not including any of the 
claims or rights against, or with respect to the property 
of, The Denver and Rio Grande Railroad Company or 
any predecessor or successor corporation of, or which 
originally arose in favor of, holders of the First Mortgage 
Five Per Cent. Thirty-year Gold Bonds of said Western 
Pacific Railway Company or of coupons belonging there- 
to nor any of the proceeds or avails of any such claims 
or rights whether or not such proceeds or avails shall 


15 


have been collected or obtained otherwise, in whole or in 
part, by the use of First Mortgage Bonds or the pro- 
ceeds thereof unless the same or any part thereof shall 
hereafter be subjected to the lien hereof by an instrument 
executed expressly for such purpose) under (1) an 
agreement, bearing date June 23, 1905, between 
The Denver and Rio Grande Railroad Company, 
The Rio Grande Western Railway Company, West- 
ern Pacific Railway Company and Bowling Green 
Trust Company (The Equitable Trust Company of 
New York being successor thereto), as_ trustee 
under the First Mortgage of Western Pacific Rail- 
way Company, and (2) an agreement bearing date said 
last-mentioned day between Missouri Pacific Railway 
Company and The Denver and Rio Grande Railroad Com- 
pany; provided, however, that any now existing interest 
or right of the Company under any lease, agreement or 
other instrument or contract, which by the terms of a 
decree of foreclosure and sale entered in a cause pending 
in the United States District Court for the Northern 
District of California, wherein The Equitable Trust Com- 
pany of New York was plaintiff and Western Pacific Rail- 
way Company and others were defendants, the Company 
is entitled to renounce or disaffirm and which pursuant to 
the provisions of said decree it shall so renounce or dis- 
affirm, shall not be deemed to have been assigned, mort- 
gaged, pledged or otherwise encumbered by this inden- 
ture. 


VII.—AII and singular the property, interests and 
rights, (except cash, accounts and bills receivable, traffic 
and other operating balances and other cash items) 
not comprised in the descriptions contained in the fore- 
going subdivisions of this clause Furst of these grant- 
ing clauses, which belong to the Company or to which it 
may be entitled in any manner and which heretofore were 


—other property. 


Special 
Master’s deed. 


Other 
property 
presently 
owned. 


After-acquired 
property. 


16 


owned by Western Pacific Railway Company or to which 
said company was or its receivers were entitled. 


The lines of railroad, terminals, lands, structures, equip- 
ment, shares of stock and other property, interests and rights 
hereinabove in this clause First of these granting clauses 
described, were formerly the properties, interests and 
rights of Western Pacific Railway Company or its re- 
ceivers and were conveyed and assigned to the Company by 
deed dated July 1, 1916, wherein Francis Krull as Special 
Master appointed in and by said above mentioned decree of 
foreclosure and sale is named as party of the first part, said 
Western Pacific Railway Company as party of the second 
part, F. G. Drum and Warren Olney, Junior, as receivers 
of said Western Pacific Railway Company, as parties of the 
third part, The Equitable Trust Company of New York, as 
trustee under the First Mortgage of said Western Pacific Rail- 
way Company executed to the Bowling Green Trust Company, 
trustee, as of date September 1, 1903, as party of the 
fourth part, Central Trust Company of New York, as trustee 
under the Second Mortgage of Western Pacific Railway Com- 
pany executed to said Central Trust Company of New York, 
trustee, and dated July 1, 1908, as party of the fifth part, 
Franklin V. Spooner, Robert R. Pardow and John C. Rued, 
as parties of the sixth part, and the Company as party of the 
seventh part; which deed was executed and delivered to the 
Company before the execution of this indenture. 


Second.—All other lines of railroad, extensions, branches, 
terminals, lands, structures, equipment, shares of stock, bonds, 
notes and other securities, claims, franchises, privileges 
and immunities and other property and estates, interests and 
rights (whether legal or equitable) now owned by or belonging 
to the Company, notwithstanding the same or any thereof 
may not be particularly set forth in these granting clauses. 


Third.—Any and all property and facilities of any and 
every kind and description, including among other things lines 


Lf 


of railroad, extensions and branches, telegraph and telephone 
lines, lines and instrumentalities of water transportation, ter- 
minal facilities, equipment, lands, buildings, machinery and 
tools, stocks, bonds, notes and other obligations and securi- 
ties and any and all right, title and interest in any of such 
properties or facilities which may from time to time here- 
after be acquired or constructed by or belong to the Company 
or any successor or purchasing corporation if 


(a) acquired or constructed by the use of First Mort- 
gage Bonds or proceeds thereof or cash deposited here- 
under (except bonds delivered or cash paid out under any 
of the provisions of this indenture in reimbursement of 
previous expenditures certified as hereinafter provided) 
or on account of the purchase, acquisition or construc- 
tion thereof or work thereon First Mortgage Bonds shall 
hereafter be authenticated and delivered or the proceeds 
of First Mortgage Bonds or other cash deposited hereun- 
der shall hereafter be paid out under any of the provi- 
sions of this indenture; or 


(b) consisting of or, if securities, representing prop- 
erty or facilities constituting an integral part or parts 
of lines of railroad, extensions, branches, or other prop- 
erty subject to the lien of this indenture or some other 
integral portion whereof is or integral portions whereof 
are subject to the lien hereof or represented by securities 
subject to the lien hereof; or 


(c) consisting of or, if securities, representing prop- 
erty or facilities used or acquired for use in or for the 
maintenance or operation of or appertaining to any of the 
lines of railroad, extensions, branches or other property 
subject, or represented by securities subject, to the lien 
of this indenture; or 


(d) consisting of shares of stock in or other securities 
of said The Salt Lake City Union Depot and Railroad 


Property 
hereafter 
eonveyed 

in trust. 


18 


Company or said Standard Realty and Develop- 
ment Company or any subsidiary company or any right, 
title or interest which the Company or any successor or 
purchasing corporation may hereafter acquire in or to 
any of the property of either of said companies or in 
or to any line of railroad or other property of any cor- 
poration which shall then be or immediately prior there- 
to shall have been a subsidiary company, as the term 
‘‘subsidiary company’’ is defined in Section 2 of Article 
Second hereof. 


Fourth.—Any and all lines of railroad and other property 
of whatsoever kind or description, which may include, among 
other things, stocks, bonds, notes and other obligations and 
securities and also claims, demands and choses in action of 
whatsoever kind, from time to time hereafter by delivery or 
by writing of any kind, for any of the purposes hereof, con- 
veyed, assigned, transferred, mortgaged or pledged by the 
Company or by any successor or purchasing corporation or 
by any person or corporation on behalf of any of them or 
with the written consent of any of them to the Trustees, who 
are hereby authorized to receive any such property at any and 
all times as and for additional security hereunder and also 
when and as hereinafter provided as substituted security 
hereunder and, except as hereinafter otherwise expressly pro- 
vided and except with respect to anything which by or under 
any other of the provisions of this indenture is mortgaged or 
pledged or agreed to be mortgaged or pledged or to be sub- 
jected to the lien hereof as security hereunder, any such con- 
veyance, assignment, transfer, mortgage or pledge may be 
made subject to any conditions, reservations, limitations and 
provisions which shall be set forth in an instrument in writ- 
ing then to be executed by the Company or the person or cor- 
poration making such conveyance, assignment, transfer, mort- 
gage or pledge respecting the use, management and disposi- 


19 


tion of the property constituting such additional security 
and the proceeds thereof. 


Fifth—All rights of way and other easements; all tunnels, 
roadbeds, main tracks, double tracks and other additional 
tracks, spurs, side tracks, turn-outs, switches, turntables; all 
superstructures, bridges, viaducts, stringers, ties, rails, frogs 
and bolts; all fences, telegraph and telephone lines, poles, 
wires, block signals and instruments; all terminal facilities ; 
all wharves, docks, slips, piers, floats, loading and unloading 
apparatus and landings; all steamships, tugs, ferries, barges, 
lighters and other floating equipment; all passenger stations, 
freight houses, warehouses, elevators, power houses, coal 
houses, oil tanks, car houses, engine houses, machine shops 
and other shops and structures; all water stations, water 
tanks and water supphes; all locomotives, tenders, motor 
cars, express cars, postal cars, dining cars, baggage cars, pas- 
senger cars, combination cars, work cars, freight cars and 
other rolling stock and equipment; all machinery, apparatus, 
tools, implements, appliances, furniture, material and sup- 
plies; all land used or designed for way-grounds, terminals, 
yards, stations, depots, warehouses or other structures or 
facilities; all other property of every description and all 
rights and interests in or with respect to the use of property; 
provided that the foregoing or any thereof, whether now 
owned by the Company or at any time hereafter acquired by 
it or any grantee, successor or purchasing corporation, shall 
be appurtenant to or used or held for use as, or as a part 
or as parts of, or to facilitate or safeguard the maintenance 
or operation of, any lines of railroad, extensions, branches, 
telegraph or telephone lines, lines of water transportation, 
terminal facilities or other properties now or at any time here- 
after subject to the lien of this indenture—whether the same 
exclusively appertain to or be used as parts of or in or for the 
maintenance or operation of lines of railway or other prop- 
erties subject to the lien hereof or appertain to or be so used 


Appurtenances, 
ete. 


Franchises. 


Replacements. 


Hstates. 


Rents. 


20 


as parts of or in or for the maintenance or operation 
of such lines of railroad or other properties in common with 
lines of railroad or property not subject to the lien hereof; 
also all corporate and other rights, franchises, privileges and 
immunities now appertaining or hereafter to appertain to or 
used or held for use in or for the maintenance or operation 
of any such lines of railroad or other property now or at any 
time hereafter subject to the lien of this indenture, whether 
the Company now owns or it or any successor or purchasing 
corporation hereafter shall acquire any such rights, franchises, 
privileges or immunities; also any and all replacements, re- 
newals, improvements and betterments of and additions to any 
such lines of railroad or any property or rights of what- 
soever description now or at any time hereafter subject to the 
lien of this indenture, whensoever and by whomsoever such 
replacements, renewals, improvements, betterments or addi- 
tions may be made. 


Sixth.—All and singular the estates, rights, titles, interests, 
possession, claims and demands, whatsoever, as well at law 
as in equity, of the Company and of any successor or purchas- 
ing corporation of, in or to any of the lines of railroad, exten- 
sions, branches, telegraph and telephone lines, lines of water 
transportation, terminal facilities, equipment, lands and 
other properties, hereditaments, appurtenances, rights, fran- 
chises, privileges and immunities hereby conveyed, assigned, 
mortgaged or pledged or intended to be conveyed, assigned, 
mortgaged or pledged or now or at any time hereafter subject 
to the lien of this indenture and every part and parcel thereof, 
and all and singular the rents, issues, tolls, profits and other 
income of all and every part of the. property of whatsoever 
kind or description hereby conveyed, assigned, mortgaged or 
pledged or intended to be conveyed, assigned, mortgaged or 
pledged or now or at any time hereafter subject to the lien 
of this indenture. 


21 


But nothing express or implied in this indenture shall be 
construed to limit the right or power of the Company or any 
successor or purchasing corporation, which right and power 
is hereby expressly reserved, by the use of its credit or free 
funds or by the use of First Mortgage Bonds delivered to the 
Company or any successor or purchasing corporation as in 
this indenture provided to reimburse the Company or any such 
successor or purchasing corporation for expenditures thereto- 
fore actually made out of its free funds, to construct or acquire 
free from the lien hereof lines of railroad, extensions or 
branches or interests therein, equipment, stocks, bonds or 
other securities or other property, rights, franchises, immu- 
nities or privileges provided the same shall not be 
lines of railroad, extensions, or branches or interests 
therein, equipment, stocks, bonds or other securities, 
or other property, rights, franchises, immunities or 
privileges (a) on account of the purchase, acquisition 
or construction whereof or work whereon First Mortgage 
Bonds shall be authenticated and delivered or their proceeds 
or other cash deposited hereunder shall be paid out as herein 
provided; or (b) consisting of, or if securities representing, 
property or facilities constituting an integral part or parts of 
lines of railroad, extensions, branches or other property sub- 
ject to the hen of this indenture or some other integral portion 
whereof is or integral portions whereof are subject to the 
lien hereof or represented by securities subject to the lien 
hereof; or (c) consisting of or, if securities, representing prop- 
erty or facilities used or acquired for use in or for the mainte- 
nance or operation of or appertaining to any of the lines of 
railroad, extensions, branches or other property subject, 
or represented by securities subject, to the lien of this 
indenture; or (d) consisting of shares of stock in or 
other securities of said The Salt Lake City Union Depot and 
Railroad Company or said Standard Realty and Development 
Company or any subsidiary company or of any right, title 
or interest which the Company or any successor or purchas- 


Company may 
acquire 
property free 
of lien hereof. 


Habendum. 


Grantin 
trust. 


22 


ing corporation may acquire in or to any of the property of 
either of the companies above named or in or to any line of 
railroad or other property of any corporation which shall then 
be or immediately prior thereto shall have been a subsidiary 
company as the term subsidiary company is defined in Section 
2 of Article Second hereof; and the Company may, unless 
First Mortgage Bonds shall have been authenticated and 
delivered or their proceeds or other cash deposited hereunder 
paid out against the same, purchase and acquire equipment, 
free from the lien hereof, by lease, conditional sale agreement 
or under any form of equipment trust, or purchase such equip- 
ment and issue obligations therefor secured by mortgage or 
pledge of such equipment superior to the lien of this inden- 
ture. 


To Have anp to Horp the premises, railways, properties, 
securities, rights, franchises, estates and appurtenances here- 
by conveyed or assigned or intended to be conveyed or as- 
signed unto the Trustees, their successors in the trust and 
assigns forever. 


Supsect, However, as to all equipment now owned to the 
equipment trust or conditional sale agreements secured there- 
on, and as to equipment hereafter acquired, to the equipment 
trust or conditional sale agreements to which the same shall 
be subject as permitted hereby, and as to any property here- 
after acquired by the Company or by any successor or pur- 
chasing corporation and becoming subject to the lien of this 
indenture, to any liens thereon existing at the time of such 
acquisition and not expressly prohibited by the terms of this 
indenture. 


Bur in Trust Nevertuexess for the equal and proportion- 
ate benefit and security of all present and future holders of the 
First Mortgage Bonds and coupons and for the enforcement 
of the payment of said bonds and coupons when payable and 
the performance and observance of and compliance with the 
covenants and conditions of this indenture, without prefer- 


23 
ARTICLE F'trstT.* Ssc. 1.* 


ence, priority or distinction as to lien or otherwise of one 
bond over any other bond by reason of priority in the issue, 
sale or negotiation thereof, or the purpose of its issue, so that 
each and every bond hereby secured shall have the same right, 
lien and privilege under and by virtue of this indenture and, 
subject to the terms hereof, be equally and proportionately 
secured hereby, as if all of the First Mortgage Bonds had been 
made, executed, authenticated, delivered and negotiated simul- 
taneously with the execution and delivery of this indenture, 
it being intended that the lien and security of this indenture 
shall take effect from the date of the execution and delivery 
hereof without regard to the time of the actual issue, sale or 
negotiation of said bonds and as though upon said date all of 
said bonds were actually authenticated, issued, sold and de- 
livered and were in the hands of holders in due course. 


Awp iT 1s Heresy CovENANTED AND AGREED that all of the 
First Mortgage Bonds with coupons for interest thereon are 
to be executed, authenticated and delivered and the trust 
estate to be held, managed and disposed of by the Trustees 
subject to the further covenants, conditions, uses and trusts 
hereinafter set forth, and it is hereby covenanted and agreed 
by the Company with the Trustees and the respective holders 
from time to time of the First Mortgage Bonds as follows: 


ARTICLE FIRST. 
Terms, Execution, RecistRaTION AND EXcHANGE oF Bonps. 


Section 1.—The $20,000,000 of bonds provided for in Sece- 
tion 1 of Article Second hereof shall bear interest from June 
26, 1916, at the rate of five per cent. per annum payable on 
the first day of September, 1916, and thereafter semi-annually 
on the first days of March and September, be redeemable as 
provided in Article Third hereof at the face amount thereof 


* The article and section references at the top of this and the following pages are 
not in the mortgage as executed and recorded. 


Terms of 
$20,000,000 
of bonds 
presently to 
be issued. 


Terms of 
additional 
bonds: 


DA 
Sec. 1. ARTICLE First, 


and accrued interest, be payable as to principal at the office or 
agency of the Company in the Borough of Manhattan, City 
of New York, and as to interest at said office or agency or 
at its office or agency in San Francisco, California, as the 
person entitled thereto may elect, in United States gold 
coin of the standard existing June 26, 1916, without deduction 
for any tax, assessment or other governmental charge (except 
the Federal income tax imposed by the Act of Congress ap- 
proved October 3, 1913, with respect to income derived from 
interest paid thereon) which the Company or the Trustees or 
either of them may be required to pay thereon or to re- 
tain therefrom under any present or future law or ordi- 
nance of the United States of America or of any state, ter- 
ritory, municipality or other taxing authority therein, pay- 
ment of which taxes, assessments and charges, except as 
aforesaid, the Company assumes; may be executed originally 
as coupon bonds or fully registered bonds without coupons, 
the coupon bonds to be dated June 26, 1916, to be registerable 
as to principal and to be in the denominations of $1,000, $500 
and $100, the fully registered bonds to be in the denominations 
of $1,000, $5,000 and $10,000 and multiples of $10,000, and 
the registration and transfer of fully registered bonds and 
registered coupon bonds to be had at a place of registry in the 
Borough of Manhattan in the City of New York and the 
coupon bonds for $1,000 to be interchangeable with fully reg- 
istered bonds. 

The additional bonds issued hereunder (including both the 
$30,000,000 of bonds which may be authenticated and deliv- 
ered originally under the provisions of Section 2 of Article 
Second hereof and also any bonds that may be issued as pro- 
vided in Section 4 of this Article First in exchange for, or by 
reason of the redemption of, bonds already outstanding here- 
under) may contain the same terms as said $20,000,000 of 
bonds, or, if the Board of Directors of the Company shall so 
determine, all or any of them may vary from said $20,000,000 
of bonds in any of the following respects: 


D5 
ARTICLE First. Sec. l. 


(1) They may bear interest at any rate or rates not exceed- 
ing six per cent. per annum, payable on any semi-annual inter- 
est dates, which interest on the coupon bonds may run from 
any specified date. 


(2) All or any of said bonds may be made payable as to 
principal and interest or as to either principal or interest 
both in the Borough of Manhattan in the City of New 
York and at one or more other places in the United 
States or elsewhere, and in United States gold coin of 
the standard existing at any specified date or in such 
gold coin and also at the holder’s option in one or more for- 
eign currencies at fixed rates of exchange or in fixed reason- 
able equivalents of United States gold coin. 


(3) They may provide for the payment of any premium in 
addition to the face amount thereof and accrued interest in 
ease of redemption pursuant to Article Third hereof. 


(4) The provision hereinbefore recited for payment of 
the principal and interest without deduction for taxes, assess- 
ments and other governmental charges may be omitted or 
modified or broadened with respect to said additional bonds 
or any of them. 


(5) All of the First Mortgage Bonds, interest coupons and 
the Trustees’ authentication shall be expressed in the Eng- 
lish language, but any bonds payable in a foreign country or 
in foreign currency may also be expressed in one or more 
foreign languages, in which case, however, the English text 
shall govern the construction thereof and both or all texts 
shall constitute but a single obligation. 


(6) Said additional bonds may be executed originally as 
coupon bonds or fully registered bonds without coupons and 
in any denomination not less than $100 and all or any of the 
eoupon bonds thereaf may be made registerable as to prin- 
eipal or may omit the provision for registration; and one or 
more places in the United States or elsewhere may be pro- 


—interest rate 
and dates; 


—place and 
medium of 
payment; 


—redemption 
price; 


—deduction 
for taxes; 


—language; 


—registered 
bonds without 
coupons and 
registration of 
coupon bonds; 


26 
Src. 1. ARTICLE First. 


vided for the registration and transfer of fully registered 
bonds and registered coupon bonds. 


es (7) The coupon bonds may be dated as of any date or 


registered 


bonds; Gates not earlier than June 26, 1916; all fully registered 
Kirst Mortgage Bonds shall respectively be dated the day 
when authenticated and delivered if an interest payment day, 
otherwise the last preceding interest payment day, and shall 
bear interest from date. 


—Series. (8) Any of such bonds that shall vary from said $20,000,- 
Q0O of bonds but shall be identical with each other as to in- 
terest rate, interest payment dates and redemption price shall 
constitute a single series to be distinctively designated, and 
said $20,000,000 of bonds and all other bonds identical with 
them as to interest rate, interest payment dates and redemp- 
tion price shall be deemed a single series which may, but need 
not be, distinctively designated. 


a chanee Provision may be made (and may, but need not, be re- 
ferred to in the text of or by endorsement on the bonds) for 
the exchange of coupon bonds of any series or tenor or of 
some of the denominations of such series or tenor for reg- 
istered bonds of the same series or tenor, or of registered 
bonds for coupon bonds, or of bonds of one denomination for 
bonds of another denomination or denominations of the same 
series or tenor, or of bonds of any series or tenor for bonds 
of another series or tenor, or of bonds payable at one or more 
places or in one or more currencies for bonds payable at 
another place or places or in another currency or currencies, 
provided always that the aggregate principal sums of the 
bonds exchanged are the same. 

ein letiocince The Board of Directors of the Company shall prescribe 
a method or methods of numbering, or numbering and letter- 
ing, the different bonds and the bonds of different series or 
tenor. 

Said $20,000,000 of bonds shall be substantially of the 
tenor hereinabove recited, and the other bonds shall 


27 
ARTICLE First. Seo. 2. 


be of like tenor or of such tenor with variations, 
additions and omissions as hereinabove in this Sec- 
tion 1 authorized; and such insertions, additions, omis- 
sions, variations and _ substitutions may be made in 
the text of, and such provisions may be endorsed on, 
any of the First Mortgage Bonds as may be provided for by, 
or rendered necessary or appropriate by reason of the action 
of, the Board of Directors taken pursuant to and consistently 
with any of the provisions of this indenture, or may be neces- 
sary or appropriate to conform to the rules or requirements 
of any stock exchange or the list committee thereof or to law 
or commercial usage in any country or countries in which 
any of said bonds may be listed for trading or made payable. 


Srectrion 2.—F rom time to time the First Mortgage Bonds 
shall be executed on behalf of the Company and delivered to 
the Trustees for authentication and thereupon, as _ pro- 
vided in Article Second hereof if an original issue, and 
as provided in this Article First if not an original issue, but 
not otherwise, the Trustees shall authenticate and deliver the 
same. 

In every case of a request by the Company to the Trus- 
tees for authentication of bonds of any series or tenor, 
whether in coupon or registered, permanent or temporary 
form, the Company shall (unless and except in so far as such 
matters shall be specifically provided for herein or in a reso- 
lution or resolutions a certified copy or certified copies where- 
of shall have been previously delivered to the Trustees) de- 
liver to the Trustees in addition to the documents, if any, 
required by any other provisions of this indenture (a) a cer- 
tified copy of a resolution of the Board of Directors of the 
Company fixing with respect to bonds of such series or tenor 
the letter or other distinctive designation thereof, if any, the 
interest rate, interest payment dates, redemption price, provi- 
sion, if any, as to payment without deduction for taxes, date 
to be borne by coupon bonds, place or places of payment, 


Variations in 
text of bonds. 


Execution 
of bonds, 


Resolution 
of directors 
fixing terms 
of bonds. 


Maximum 
amount 
$50,000,000. 


Adoption of 
acts of officers. 


Authentication 
of coupons. 


28 
Src. 2. ARTICLE First. 


language or languages in which the text is to be expressed, 
currency or currencies of payment and fixed rates or equiva- 
lents of foreign exchange, place or places of registry, if any, 
terms of exchange, if any, which are to be expressed in such 
bonds or to be operative with respect to the exchange of the 
bonds the authentication whereof is then requested for 
bonds of any other series, tenor, denomination or form, and 
any other terms required or permitted by any of the provi- 
sions of this indenture, and setting forth the English text of 
the bonds the authentication whereof is then requested, 
and—except in the case of any of said $20,000,000 of 
bonds—(b) a certified copy of a resolution of the board of 
directors of the corporation that shall then hold substantially 
all of the outstanding capital stock of the Company, if any 
such corporation shall then exist (such corporation being 
herein sometimes referred to as the ‘‘Holding Company’’), 
approving such resolution of the Board of Directors of the 
Company. 

The aggregate principal amount of all First Mortgage 
Bonds which may be issued and outstanding under this in- 
denture at any one time shall not in any event exceed the 
sum of $50,000,000 principal amount thereof, except as may 
be required or permitted by the provisions of Section 4 or 
Section 7 of this Article First. 

Any First Mortgage Bond that shall be signed and sealed 
by persons who, at the time of such signing and sealing, shall 
be proper officers of the Company, may be authenticated and 
delivered hereunder notwithstanding that any of such per- 
sons may not at the date borne by such bond have been 
such officers or shall have ceased to be such officers before 
such bond shall be actually authenticated and delivered. Any 
coupon may be authenticated by the facsimile signature of the 
present or any future Treasurer of the Company, notwith- 
standing that he may not have been such Treasurer at the 
date borne by the bond to which such coupon is attached or 
may have ceased to be such Treasurer before such bond shall 
have been actually authenticated or delivered. Only such 


29 


ARTICLE F'rrst. Sxc. 3. 


bonds and only the coupons appertaining to such bonds as Authentication 


shall bear thereon endorsed an authentication substantially 
in the form hereinbefore recited, executed by or on behalf of 
the Trustees, shall be valid for any purpose or secured by 
this indenture or entitled to any right, lien or benefit here- 
under, and such authentication of any bond by the Trus- 
tees shall be the conclusive and only evidence that such 
bond has been duly executed, authenticated and delivered and 
is outstanding hereunder and that the holder is entitled to 
the benefit of the trust hereby created. 

Before any coupon bond shall be authenticated and deliv- 
ered (except under the provision of Section 7 of this 
Article or as otherwise expressly provided herein), all cou- 
pons thereon matured shall be cut off, canceled and delivered 
to the Company; and no registered bond shall be authenti- 
cated and delivered bearing a date six months or more prior 
to such authentication and delivery. The First Mortgage 
Bonds may be authenticated and delivered in advance of the 
recording, registration or filing of this indenture. 


Section 38.—The Company will appoint some person or 
corporation having an office or agency in the Borough of Man- 
hattan, in the City of New York, bond registrar and will ap- 
point an additional bond registrar or additional bond regis- 
trars at such other place or places, if any, as may hereafter 
be designated in any of the bonds, and will cause such bond 
registrar or bond registrars to keep books for (a) the regis- 
tration (at the place or places respectively at which bonds 
may be made registerable as hereinabove permitted) of all 
of the registered First Mortgage Bonds without coupons as 
the same shall be authenticated and delivered and of all cou- 
pon First Mortgage Bonds by their terms registerable as to 
principal as the same shall from time to time be presented 
for such purpose, and (b) the transfer of registered bonds and 
of coupon bonds registered as to principal. Such books of 
registry shall at all times be open to inspection by the Trus- 
tees. 


by Trustees. 


Authentication 
in advance of 
recording. 


Bond registrars, 


30 
Sec. 4, ARTICLE First. 


eae rule Any registered bond without coupons may, in accordance 
reeonds, With its terms, be transferred upon the appropriate books of 
registry by the registered owner in person or by attorney, sub- 
ject to such reasonable regulations as the Company may pre- 
scribe, and, upon cancelation of the registered bond so trans- 
ferred, a new registered bond or new registered bonds of the 
Same series or tenor and for a like principal sum shall be 
executed by the Company and authenticated by the Trustees 
and delivered to the transferee or transferees. 
Registration Any coupon First Mortgage Bond registerable by its terms 


and transfer 


‘fons, May be registered as to principal on the appropriate books of 
registry, subject to such reasonable regulations as the Com- 
pany may prescribe, the fact of such registration being noted 
on the bond by the bond registrar, after which no transfer shall 
be valid unless made on said books by the registered 
owner in person or by attorney and similarly noted on the 
bond, but the registered owner of any such coupon bond reg- 
istered as to principal may in like manner transfer the same 
to bearer, whereupon such bond shall again become trans- 
ferable by delivery. Successive registrations or transfers 
may be made from time to time. Coupons, however, attached 
to any bonds so registered as to principal shall always be 
transferable by delivery. 

Ownership For all purposes whatsoever before, at or after maturity 
thereof, the Company and each of the Trustees may deem 
and treat as the absolute owner (a) the person in whose name 
any registered bond or coupon bond registered as to principal 
shall at the time be registered, (b) the bearer of any coupon 
bond not at the time registered and (c) the bearer of any 
coupon whether the bond to which it pertains be registered 
or not—and neither the Company nor the Trustees 
shall be affected by any notice to the contrary. 


Section 4.—Upon (a) the surrender to the Trustees and 
cancelation before, at or after maturity thereof of any or all 
First Mortgage Bonds, with all unmatured coupons thereunto 


31 
ARTICLE First. Src. 4. 


appertaining, of any series or tenor previously authenticated 
and delivered hereunder, other than bonds acquired for the 
sinking fund pursuant to the provisions of Section 4 of Article 
Third hereof, or (b) the publication of notice of redemption 
of any of the First Mortgage Bonds pursuant to Article Third 
hereof, other than bonds redeemed or to be redeemed for the 
sinking fund pursuant to the provisions of Section 4 of said 
Article Third, and the due deposit of moneys with one or 
more of the Depositaries, as provided in Section 3 of Article 
Second hereof, subject to the order of the Trustees, sufficient 
for the payment of the amounts payable on such redemption,— 
the Company may execute and issue, and the Trustees, upon 
the written request of the Company signed by the Chairman 
of its Board, its President or a Vice-President, shall authenti- 
eate and deliver to the Company or upon its order, contained 
in such written request, First Mortgage Bonds of another 
series or tenor to an aggregate principal amount not exceeding 
the principal amount of the First Mortgage Bonds so surren- 
dered or the redemption whereof shall be so provided for 
(other than bonds acquired or redeemed or to be redeemed 
for the sinking fund). 

Whenever any First Mortgage Bond or Bonds by its 
or their terms or otherwise exchangeable for one or more 
other First Mortgage Bonds, whether different in form 
(registered or coupon), denomination, place or currency of 
payment or of different series or tenor, shall be surren- 
dered for the purposes of such exchange, with all unmatured 
coupons, if any, thereto appertaining, the Company shall 
execute, and the Trustees shall authenticate and deliver, a new 
bond or bonds for the like aggregate principal amount and 
of the tenor of the bond or bonds for which the bond or bonds 
so surrendered are exchangeable,and having,if a coupon bond, 
all unmatured coupons thereto appertaining. For any such ex- 
change and for any transfer of registered bonds or of coupon 
bonds registered as to principal, the Company at its option 
may require the payment of a sum sufficient to reimburse it 


Authentication 
of bonds in 
exchange or 
with respect 
to redemption 
of outstanding 
bonds of other 
series or 

tenor, 


Authentication 
of bonds in 
exchange for 
bonds of 
different form, 
denomination, 
series or tenor. 


Charges for 
exchange or 
transfer of 
bonds, 


Temporary 
bonds. 


Bond scrip. 


32 
Sec. 5, 6. ARTICLE First. 


for any stamp tax or other governmental charge and (except 
in the case of the transfer of coupon bonds registered as to 
principal) an additional amount not exceeding one dollar 
for each new bond issued upon such exchange or transfer. 
All bonds and coupons surrendered upon any such exchange 
or transfer shall be canceled by the Trustees and delivered 
to the Company. 


Section 5.—Whenever the Company shall not have ready 
for execution permanent engraved First Mortgage Bonds, 
the Company may execute and the Trustees shall authen- 
ticate and deliver, in lieu of a like principal amount 
of engraved bonds and subject to the same conditions and 
limitations, temporary printed bonds of any denomination or 
denominations and substantially of the tenor of the bonds in 
lieu of which they are executed, but no coupons need be at- 
tached to such temporary bonds. Such temporary bonds shall 
be exchangeable for the engraved bonds in lieu of which they 
are issued, when ready, and, upon surrender and cancelation 
of such temporary bonds, the Company shall execute and the 
Trustees shall authenticate and deliver, in exchange therefor, 
permanent engraved bonds in the same principal sum in the 
aggregate and otherwise in accordance with such temporary 
bonds. Until so exchanged such temporary bonds if authen- 
ticated by the Trustees shall be entitled to the same security 
under this indenture as permanent engraved bonds authenti- 
cated and delivered hereunder. 


Section 6.—Whenever the Company shall be entitled 
under the provisions of this Article First or of Article 
Second hereof to the authentication and delivery of any 
First Mortgage Bonds of any series or tenor, it may, 
pursuant to resolution of its Board of Directors or Ex- 
ecutive Committee, a certified copy whereof shall be 
delivered to the Trustees, execute and deliver to the Trus- 


BH 
ARTICLE First. Sec. 6. 


tees, in lieu of a like principal amount of First Mortgage 
Bonds (which shall thereafter be deducted from the amount 
available for authentication and delivery hereunder, except 
in exchange for or upon the retirement of the bond scrip) 
bond scrip certificates appropriately dated representing frac- 
tional interests in bonds of such series or tenor in substanti- 
ally the form in this Section 6 provided or in such other form 
as may be determined by the Board of Directors or Executive 
Committee of the Company and approved by the Trustees, 
and thereupon the Trustees shall authenticate and deliver 
the same subject to the same conditions and _limita- 
tions as the bonds in lieu of which such scrip shall 
have been executed. Upon the surrender of scrip cer- 
tificates for exchange for First Mortgage Bonds or 
for First Mortgage Bonds and new scrip certificates, the 
Company shall execute and deliver, and the Trustees shall 
authenticate, the First Mortgage Bonds and new scrip 
certificates, if any, that are deliverable in accordance with 
the terms of the scrip certificates so surrendered, and the 
Company shall make any payment on account of accrued inter- 
est to which the holder of the scrip certificates so surrendered 
shall be entitled, by the terms thereof. The holders of any 
such bond scrip shall be entitled only to the rights with respect 
to the exchange thereof and to accrued interest that shall be 
expressly provided for in such scrip certificates and shall 
have no other rights, title, benefit or security of or under 
this indenture, and this indenture may be satisfied and dis- 
charged in accordance with the provisions thereof, notwith- 
standing that any such scrip certificates remain outstanding 
and that no money shall have been deposited for the a 
thereof. 

Such scrip certificates may be issued in substantially the Optional form 
form following, with such variations, additions and omis- certificate, 
sions as may be appropriate: 


34 
Suc. 6. ARTICLE First. 


[FORM OF BOND SCRIP CERTIFICATE. | 
THE WESTERN PACIFIC RAILROAD COMPANY 


First Mortcace Gotp Bonp Scrip CERTIFICATE. 


Tuts 1s To Certtry that subject to all of the provisions of 
the indenture of mortgage and deed of trust (herein called 
the ‘‘First Mortgage’’) dated June 26, 1916, executed by The 
Western Pacific Railroad Company (herein called the ‘‘Com- 
pany’’) to First Federal Trust Company and Henry E. 
Cooper, Trustees, the bearer, prior to the date when the prin- 
cipal of all of the First Mortgage Gold Bonds secured by said 
mortgage shall become due, on surrender for cancelation to 
the Company at its office or agency in the City of New York or 
in San Francisco, California, of this and other First Mortgage 
Gold Bond Scrip Certificates of like tenor and date, all to- 
gether being of an aggregate principal amount equal to or 
exceeding the face amount of a bond of the lowest denomina- 
tion of First Mortgage Gold Bonds exchangeable therefor, 
will be entitled to receive coupon First Mortgage Gold Bonds 
(of the denominations authorized by the terms of the First 


Mortgage, bearing interest at the rate of per cent. 
per annum, redeemable at the option of the Company under 
the terms of the First Mortgage at per cent. of the 


face amount thereof and accrued interest to the date of re- 
demption and otherwise of the tenor of the bonds in lieu of 
which this scrip certificate is outstanding, referred to in the 
resolution of the Board of Directors or Executive Committee 
of the Company dated , 19 ,acopy whereof is 
on file with said Trustees) to be issued in exchange for such 
bond scrip, to a principal amount not exceeding the aggre- 
gate principal amount of the scrip certificates so surrendered, 
together with all coupons thereunto belonging then un- 
matured, and an amount in cash equal to the face amount of 
all coupons thereunto belonging which shall have matured 
subsequently to the date hereof and also a new scrip certifi- 


oo 
ARTICLE First. Szo. 6. 


cate bearing the same date as this certificate for any excess 
of principal amount of surrendered certificates over the prin- 
cipal amount of the bonds issued in exchange therefor. 

If this certificate shall be outstanding on the day when the 
principal of all of the First Mortgage Gold Bonds shall in any 
manner whatsoever become due the Company will pay to the 
bearer, upon surrender for cancelation of this certificate at 
the office or agency of the Company in the City of New York 
or in San Francisco, California, 


Dollars ($ ) and in addition thereto 
interest thereon to such day from : 
19 , at the rate of per cent. per annum, all 


in gold coin of the United States of America of or equal to 
the standard of weight and fineness which existed on 

, without deduction for any tax, assessment or other 
governmental charge (except the Federal income tax im- 
posed by an Act of Congress approved October 3, 1913, with 
respect to income derived from such interest) which the Com- 
pany or the Trustees under the First Mortgage or either of 
them may be required to pay thereon or to retain 
therefrom under any present or future law or ordinance 
of the United States or any State or other taxing authority 
therein. 

No recourse shall be had for the payment of the principal 
of or interest upon this certificate or any claim based hereon 
or upon or in respect of the First Mortgage or any of the 
First Mortgage Gold Bonds against any incorporator, stock- 
holder, director or officer, past, present or future, of the Com- 
pany, or of any predecessor or successor company, in any 
manner or for any cause whatsoever, save only against direc- 
tors or officers for malfeasance or gross negligence in the 
performance of their duties as such. 

This certificate is not entitled directly or indirectly to any 
of the rights attaching to bonds issued under the First Mort- 
gage or to any security or other benefits thereof and confers 


36 
Sec. 7. ARtTIcLE First. 
upon the holder no rights except such as are expressly stated 
herein. 

This certificate shall not be valid or become obligatory for 
any purpose until it shall have been authenticated by the cer- 
tificate hereon endorsed of the Trustees under the First 
Mortgage. 


Dated, 
THE WESTERN PACIFIC RAILROAD COMPANY, 


The Trustees’ authentication on all of said scrip certifi- 
cates may be in the following form: 


[FORM OF TRUSTEES’ AUTHENTICATION. ] 


This certificate is one of the First Mortgage Gold Bond 
Scrip Certificates described in the within mentioned inden- 


ture. 
FIRST FEDERAL TRUST COMPANY, 
Corporate Trustee, 
Bylo ee See eee 
HENRY E. COOPER, 
Indwidual Trustee, 
By i al See iy Eee eee oe 
Mutilated, Section 7.—The Company in its discretion may, subject 


destroyed or ‘ 
tost bonds. to reasonable regulations, execute and thereupon the Trus- 


tees shall authenticate and deliver, a new bond or bond 
scrip certificate of like tenor and date and bearing the same 
number and letter and having annexed the same coupons, 
upon the delivery to the Company or to the Trustees of 
(a) any mutilated First Mortgage Bond, permanent or tem- 
porary, with the coupons, if any, thereto belonging or any 
mutilated bond scrip certificate, or (b) evidence of the destruc- 
tion or loss of any such bond and coupons or bond scrip 


37 
ARTICLE SECOND. Sec. 1. 


certificate, together with indemnity, which evidence and in- 
demnity shall be satisfactory both to the Company and the 
Trustees, who may accept or reject the same in the exercise 
of an unrestricted discretion. 


ARTICLE SECOND. 
AUTHENTICATION AND DELIVERY oF Bonps. 


The First Mortgage Bonds shall from time to time be 
authenticated by the Trustees and delivered to the Company 
or upon the written order of the Chairman of its Board, its 
President or one of its Vice-Presidents for original issue, as 
follows: 


Section 1.—$20,000,000, principal amount, of bonds shall 
be authenticated and delivered forthwith upon the execution 
and delivery of this indenture or from time to time thereafter 
in such amounts as the Company shall designate in a 
written request or in written requests signed by the Chair- 
man of the Board, the President or one of the Vice-Presidents 
and delivered to the Trustees. The Company cove- 
nants and agrees that it will deposit hereunder with one or 
more of the Depositaries, as provided in Section 3 of this 
Article Second, out of the moneys which it shall at any time 
or from time to time receive as consideration or part consid- 
eration for the issuance or delivery of said $20,000,000 face 
amount of bonds, the aggregate sum of at least $15,000,000, 
and that after it shall have received and retained for its other 
proper corporate purposes such amount of the moneys so 
derived or to be derived as shall be in excess of said sum of 
$15,000,000, it will so deposit the moneys constituting said 
sum of $15,000,000 promptly when and as the same shall be 
received by it. 

The sums so deposited hereunder shall be paid out to the 
Company or upon the written order of the Chairman of its 
Board, its President or of a Vice-President only for the 


Authentication 
for original 
issue. 


$20,000,000 
of bonds on 
request, 


Covenant to 
deposit 
hereunder 
$15,000,000 
of proceeds, 


Payment of 
money so 
deposited, 


38 
Sec. 1. ARTICLE SECOND. 


purposes and subject to the restrictions in this Section 1 here- 
inafter provided. 

Purposes: The purposes for which the moneys so deposited may be 
paid out are: 


eRe den (a) the payment of any obligations incurred by the 


of receivers of 


aur cabins receivers of said Western Pacific Railway Company as- 

wien aS sumed, pursuant to the decree of foreclosure and sale 
property . : . 

Ayer or the final decree entered in the cause pending in the 

Os United States District Court for the Northern District 

of California for the foreclosure of said First Mortgage 

of Western Pacific Railway Company, dated September 

1, 1903, wherein The Equitable Trust Company of New 

York was complainant and Western Pacific Railway 

Company and others were defendants, by the purchasers 

at the sale made pursuant to said decree of foreclosure 

and sale, including, among other things, any equipment 

notes or similar obligations that may have been put forth 

by such receivers; also the payment of any indebtedness, 

liens, allowances, costs or other obligations or charges 

subject whereto the property of said Western Pacific Rail- 

way Company or the receivers thereof was so sold and 

the payment of all amounts which the purchasers thereof, 

pursuant to the provisions of either of said decrees, as- 

sumed or in accordance with the provisions of either of 

said decrees have been or shall be duly required to pay ; 

a ae (b) furnishing the Company or the Holding Company, 

against The if then existing, with moneys for the protection of or to 

lo Grande procure the enforcement of or realization upon (by liti- 

Company; gation, negotiation, sale or otherwise) any claims, de- 


mands, choses in action or rights against or enforceable 
against The Denver and Rio Grande Railroad Company 
or any predecessor or successor corporation, or any 
of the property or estate of The Denver and Rio Grande 
Railroad Company or of any such predecessor or suc- 
cessor corporation, which shall exist in favor of or be 


39 
ARTICLE SECOND. Src. 1. 


enforceable by or for the benefit of holders past, present 
or future of First Mortgage Five Per Cent. Thirty-year 
Gold Bonds of said Western Pacific Railway Company 
or coupons belonging thereto, whether under or by vir- 
tue of the contract dated June 23, 1905, mentioned in sub- 
division VI of clause First of the granting clauses hereof, 
or any guaranty or guaranties of payment of interest 
endorsed upon any of said bonds, or any provision of 
said First Mortgage dated September 1, 1903, securing 
said bonds, or which shall exist otherwise by virtue of the 
ownership of or any interest in said bonds or coupons; 


(c) any of the purposes enumerated in subsection A —purposes 


enumerated 


of Section 2 of this Article Second. in Section 2. 


2 7 De ; 
Prior to any payment out of the moneys so deposited, the Ey cadets P 

Company shall deliver to the Trustees the documents here- ' Tt 

inafter specified, to wit: 


(1) In ease such payment shall be requested for 
any of the purposes enumerated in clause (a) or clause 
(b) of this Section 1, the Company shall deliver to the 
Trustees a certificate signed by the Chairman of the Board 
or the President or one of the Vice-Presidents and by 
the Comptroller or Treasurer of the Company, stating 
that a specified amount of the money deposited under 
this Section 1 is in good faith required by the Company 
for one or more of the purposes enumerated in clause 
(a) or clause (b) of this Section 1, and briefly deseribing 
the purposes for which and the manner in which the 
amount so called for is to be applied; 


(2) In ease such payment shall be requested for the 
purpose mentioned in clause (b) of this Section 1, tie 
Company shall deliver to the Trustees, in addition to 
the certificate hereinabove required by clause (1), first, 
a certified copy of a resolution of the Board of Directors 
of the Company adopted by a vote of three-fourths of 


40 
Src. 2. ARTICLE SECOND. 


all of the members of such Board, approving the appli- 
cation of the amount so ealled for to the particular pur- 
pose specified in the certificate therewith delivered; sec- 
ond, a certified copy of a resolution of the board of di- 
rectors of the Holding Company, if then existing, to like. 
effect and adopted by a vote of three-fourths of all of 
the members of such last-mentioned board; and, third, 
if such payment shall be requested to be made to or for 
the use of the Holding Company, unless such an 
agreement shall already have been lodged with the 
Trustees, an original or counterpart original of an 
agreement executed by the Holding Company and de- 
livered to the Company, whereby the Holding Company 
shall agree to turn over to the Company for use or dis- 
position as it may determine all moneys or other 
avails of the claims, demands, choses in action and rights 
mentioned in clause (b) of this Section 1, save only an 
amount equal to the out-of-pocket expenses which the 
Holding Company shall have incurred or shall thereafter 
incur in connection with the enforcement or settlement 
thereof or realization otherwise thereupon; 


(3) In case such payment shall be requested for any 
of the purposes enumerated in subsection A of Section 
2 of this Article Second, the Company shall deliver to 
the Trustees the same originals or copies of resolutions, 
certificates, opinions, conveyances or other instruments 
as would be required in the case of a like payment of de- 
posited cash under the provisions of said Section 2, pro- 
vided, however, that in such event the moneys deposited 
under this Section 1 shall be paid out at the rate of $1,000 
thereof for every $1,000 principal amount of First Mort- 
gage Bonds which might be authenticated and delivered 
in a like case pursuant to said Section 2. 

$30,000,000 Section 2.—$30,000,000, principal amount, of bonds shall 


of bonds to 


beauthenticated be authenticated and delivered from time to time hereafter 


41 
ARTICLE SECOND. Ssc. 2. 


but only for the purposes and subject to the restrictions here- 
inafter in this Section 2 prescribed. 


A.—The purposes for which First Mortgage Bonds may Purposes: 
be authenticated and delivered under this Section 2 are: 


(a) The payment of liabilities incurred after June 30, —extensions 
1916, for the construction, purchase or acquisition other- , 
wise subsequent to said date by the Company or a sub- 
sidiary company of extensions to, or additional lines of 
railroad (including branch lines, feeders and detour lines) 
connecting with, any line of railroad owned by the Com- 
pany and subject to the lien of this indenture or owned by 
a subsidiary company. Any line of railroad shall be 
deemed to be connecting with any line of railroad owned 
by the Company or by a subsidiary company if it shall 
connect with the same by direct junction of tracks or by 
ferry or by bridge or by a line of railroad over which 
the Company or such subsidiary company shall have the 
right of exclusive or joint use for a term extending 
beyond the date of maturity of the First Mortgage Bonds, 
either by its own motive power or by the motive power 
of a terminal or belt line company, provided that such 
right, if owned by the Company, shall be subject to the 
lien of this indenture. 


(b) The payment of liabilities incurred after June 30, j betterment, 
1916, for the betterment, improvement or equipment and 
subsequent to said date of any line of railroad, line of 
water transportation, terminal facilities or other prop- 
erty at the time owned by the Company and _ sub- 
ject to the lien of this indenture or at.the time 
owned by a subsidiary company, including (but with- 
out limiting the foregoing general language) the con- 
struction, purchase or acquisition otherwise of main 
tracks, additional main tracks, side tracks, spur tracks, 
passing tracks, yard tracks, industry tracks, and other 
tracks, tunnels, bridges, viaducts, crossings (overhead, 


equipment; 


492 
Src. 2. ARTICLE SECOND. 


underground or grade), subways, superstructures, pas- 
senger stations, freight stations, warehouses, eleva- 
tors, shops, car houses, round houses, electric, hydro- 
electric or other power plants and machinery, block signal 
or other signal or safety systems, telegraph and tele- 
phone lines and lines for the transmission of electric 
eurrent; wharves, docks, piers, slips, loading and unload- 
ing apparatus, landings, ferries; the elevation and de- 
pression of tracks, ballasting and the revision of lines and 
grades; the installation of appliances suitable for the use 
of electric or other motive power and the substitution of 
one kind of motive power for another; the acquisition of 
additional lands, rights of way, estates, easements and 
interests in lands, water-power sites and water rights; 
the construction or purchase of equipment; the perform- 
ance of any work required for the construction or instal- 
lation of any of the property above mentioned. Any 
bridges, viaducts, subways and superstructures, the ef- 
fect whereof will be to relieve the tracks of the Com- 
pany or a subsidiary company from the burden of grade 
crossings, notwithstanding that some interest therein or 
the entire ownership thereof shall be vested in any state, 
county, municipality or other political body and shall not 
be subjected to the lien of this indenture or shall not be 
vested in such subsidiary company,—provided that 
the Company shall obtain and have and subject to the 
lien hereof or such subsidiary company shall obtain and 
have the unconditional right, for a term extending beyond 
the date of maturity of the First Mortgage Bonds, of 
exclusive use, or joint use with another railway company 
or other railway companies, of such bridges, viaducts, 
subways or superstructures or of any street or other land 
thereby relieved of public use and affording substanti- 
ally equivalent facilities for the operation of trains— 
shall be deemed to be included in the word ‘‘bridge,’’ 
‘‘viaduct,’’ ‘‘subway’’ or ‘‘superstructure,’’ as the case 


43 
ARTICLE SECOND. Src. 2. 


may be, as employed in this clause (b) of this subsection 
A. 

(c) The payment of labilities incurred after June 30, 
1916, for the purchase or acquisition subsequent to said 
date by the Company of shares of stock or bonds or other 
obligations of any other corporation owning or construct- 
ing or about to construct or acquire any property the 
acquisition whereof by the Company would be included 
within the terms of clauses (a) or (b) of this subsection 
A, provided that the entire outstanding capital stock of 
such corporation (except shares necessary to qualify di- 
rectors) shall then or thereupon be pledged hereunder as 
a first hen thereon. 


(d) The payment, redemption or acquisition by ex- 
change or otherwise, at, before or after maturity, of all or 
any part of any bonds, notes or other obligations, in- 
debtedness or liability secured by lien or charge or any 
unsecured indebtedness, against which First Mortgage 
Bonds or deposited cash shall have been reserved as here- 
inafter in subsection E of this Section 2 provided. 


(e) The payment of interest accrued on First Mort- 
gage Bonds which shall have been authenticated and 
delivered, or the proceeds whereof shall have been 
paid out, as provided in this indenture with respect to 
the construction or acquisition of any property or the 
performance of any work for the period after the pro- 
ceeds of such bonds became available for use and before 
the receipt or the completion or coming into service of 
such property or the completion of such work (less inter- 
est allowed by depositaries on unexpended balances of 
such proceeds for such period). 


(f) The reimbursement of the Company in whole or 
in part for money expended by it after June 30, 1916, 
for any one or more of the purposes enumerated in 
clauses (a), (b), (c), (d) and (e) of this subsection A. 


—securities ; 


—payment or 
acquisition of 
certified liens; 


—interest 
accrued during 
construction 
period; 


—reimbursement 
of previous 
expenditures. 


deposit of 
proceeds. 


$1,000 of 
bonds to be 
authenticated 
for $1,000 of 
liabilities, 
ete. 


44 
Src. 2. ARTICLE SECOND. 


B.—The Company at any time and from time to time, in 
lieu of obtaining the authentication and delivery of First 
Mortgage Bonds under this Section 2 for particular purposes 
specified in certificates as hereinafter provided in subsection D 
of this Section 2, may sell for cash any of the First Mort- 
gage Bonds, and, upon the delivery to the Trustees of (1) a 
certified copy of a resolution of the Board of Directors or 
Executive Committee of the Company calling for the authen- 
tication and delivery of a specified amount of First Mortgage 
Bonds under this subsection B of Section 2 not greater than 
the amount then available for authentication and delivery 
under this Section 2 and reciting that the amount of bonds 
thus called for has been sold at a specified net price and (2) 
the original or a verified copy of the contract under which 
said bonds shall have been sold, and upon the deposit here- 
under of the amount in cash realized or to be realized upon 
the sale of the bonds then called for at the net price specified 
in said resolution (exclusive of accrued interest), the Trustees 
shall authenticate and deliver First Mortgage Bonds to the 
amount so called for. 

The sums so deposited (being sometimes herein referred 
to as the ‘‘deposited cash’’) shall be paid out to the Com- 
pany or upon the written order of the Chairman of its 
Board, its President or one of its Vice-Presidents only for 
the purposes enumerated in subsection A of this Section 2 
and subject to the restrictions hereinafter in this Section 2 
prescribed. 


C.—First Mortgage Bonds authenticated and delivered un- 
der this Section 2 other than as provided by subsection B 
shall be authenticated and delivered, upon the conditions 
in this Section 2 prescribed, at not exceeding the rate 
of $1,000 principal amount of bonds for every $1,000 of liabili- 
ties stated in the certificates hereinafter provided for in para- 
graph Second of subsection D of this Section 2 to have been 
actually incurred and $1,000 principal amount of bonds for 


45 
ARTICLE SECOND. Szc, 2. 


every $1,000 of money stated in such certificates to have been 
actually expended for any one or more of the purposes in 
subsection A in this Section 2 enumerated, and of $1,000 prin- 
cipal amount of bonds for every $1,000 principal amount of 
obligations, liabilities or indebtedness of the character men- 
tioned in clause (d) of said subsection A for the exchange 
of which arrangement shall be stated in such certificates to 
have been actually made, and of $1,000 principal amount of 
bonds for every $1,000 of the net amount of interest of the 
character mentioned in clause (e) of said sub-section A stated 
in such certificates to be due or to become due. 

Deposited cash shall be paid out under and upon the 
conditions in this Section 2 prescribed to the extent of the net 
proceeds (included in the deposited cash) of $1,000 principal 
amount of First Mortgage Bonds (although more or less than 
that amount of money) for each $1,000 principal amount of 
bonds which might have been so authenticated and delivered 
as in this Section 2 provided for the particular purposes with 
respect to which such deposited cash is paid out. If at any 
time deposited cash shall result from the sale of bonds at 
different prices, all of the bonds from which such cash has 
been derived shall for the purposes of this Section 2 be 
deemed to have been sold at the average net price per bond 
realized upon all such sales. 


D.—Prior to the authentication and delivery of First 
Mortgage Bonds (other than under subsection B) or the pay- 
ment of deposited cash under this Section 2 there shall be 
delivered to the Trustees the following: 


Furst.—In every case a certified copy of a resolution 
of the Board of Directors or Executive Committee of the 
Company calling for the authentication and delivery of 
a specified amount of First Mortgage Bonds not greater 
than the amount then available for authentication and 


Documents 
to be delivered 
to Trustees: 


—certified copy 
of resolution ; 


46 
Src. 2. ARTICLE SECOND. 


delivery under this Section 2 or for the payment of a 
specified amount of deposited cash not greater 
than the amount then available for payment under 
this Section 2, for the purpose of paying the liabili- 
ties or reimbursing the expenditures or acquiring the 
obligations, liabilities or indebtedness or providing for 
the interest specified in the certificate or certificates then 
or theretofore filed as required by the terms of paragraph 
Second of this subsection D, which certificate or certifi- 
cates shall be specifically referred to by date or otherwise 
in said resolution, and, unless required for reimburse- 
ment of the Company in respect to previous expenditures 
so specified, directing the officers of the Company to set 
aside such First Mortgage Bonds or the proceeds thereof 
or such deposited cash, as the case may be, in a distinct 
fund separate from all other assets of the Company, and 
to use the same only for the particular purposes so speci- 
fied. 


een Second.—Also in case said bonds or deposited cash 

Parham are requested for any of the purposes set forth in clauses 
(a) and (b) of said subsection A of this Section 2 or for 
reimbursing the Company for money expended by it for 
any of said purposes, a certificate or certificates signed 
by the Chairman of the Board or the President or one of 
the Vice-Presidents and by the Comptroller or Treasurer 
or Chief Engineer of the Company, stating: 


(a) that liabilities to an amount specified have 
been actually incurred or that expenditures to an 
amount specified have been actually made by the 
Company after June 30, 1916, for one or more 
of the purposes set forth in clauses (a) and (b) 
of subsection A of this Section 2, indicating the par- 
ticular property acquired or constructed or contract- 
ed for or the work performed or contracted for or the 
kind or class of improvements or betterments made 


47 
ARTICLE SECOND. Sgro. 2. 


or contracted for, briefly describing the location and 
character thereof and specifying the amount of money 
applied or to be applied to each item thereof so 
specified and stating whether such property was 
acquired or constructed or contracted for or such 
work performed or contracted for for the Company or 
any other corporation and, if any other corporation, 
that such corporation (naming it) is then or upon the 
acquisition of such property will become a subsidiary 
company as the term ‘‘subsidiary company’’ is de- 
fined in subsection G of this Section 2. 


(b) that the amount of liability incurred or ex- 
penditure made for each item so specified was not 
when incurred or made in excess either of the fair 
value or of the actual and reasonable cash cost of the 
property constructed or acquired or contracted for 
or of the work performed or contracted for and that 
no part of such liability or of such expenditure (or 
of any liability or expenditure for the acquisition of 
securities representing such property in whole or im 
part) has been included in any previous certificate 
made under any provision of this indenture or has 
been paid, reimbursed, discharged or provided for 
out of any First Mortgage Bonds or the proceeds 
thereof or deposited cash or other money received 
under any of the provisions of this indenture (except 
bonds or money that shall have been delivered or 
paid hereunder in reimbursement of other expendi- 
tures previously certified under this indenture or 
the proceeds of bonds so delivered). 


(c) whether, so far as known or believed by the 
officers signing such certificate, the property so ac- 
quired, constructed or contracted for is, or upon its 
acquisition will become, subject to any lien or charge 
(within the meaning of the terms ‘‘lien’’ and 


— certificate 
as to securities; 


Sec. 2. 


48 
ARTICLE SECOND. 


‘‘charge’’ as defined in subsection G of this Section 
2), except (1) necessarily undetermined liens or 
charges ordinarily incident to construction or opera- 
tion, (2) the lien of this indenture, (3) liens subordi- 
nate to the lien of this indenture, (4) any lien or 
charge then pledged hereunder or to be pledged here- 
under simultaneously with the authentication and 
delivery of the bonds or the payment of the deposited 
cash then called for, (5) any lien or charge securing 
the payment of the liability with respect to which 
said bonds or deposited cash are then called for, and 
(6) any lien or charge previously certified under this 
indenture against which First Mortgage Bonds or 
deposited cash shall have been reserved as herein 
provided; and, if so, such certificate shall briefly de- 
scribe such liens and charges and state the amount 
and character of indebtedness secured thereby, the 
due date thereof, the date of and parties to any in- 
denture securing the same, and other particulars with 
respect thereto, and that sufficient First Mortgage 
Bonds or deposited cash remain available for reser- 
vation against such liens or charges as provided in 
subsection Ei of this Section 2. 


Third.—Also in case said bonds or deposited cash are 


requested for the purpose set forth in clause (c) of said 
subsection A or for reimbursing the Company for money 
expended by it for such purpose: 


1.—A certificate or certificates signed by the Chair- 


man of the Board or the President or one of the Vice- 
Presidents and by the Comptroller or Treasurer or 
Chief Engineer of the Company, stating: 


(a) that labilities to an amount specified have 
been actually incurred or that expenditures to an 
amount specified have been actually made by the 


49 
ARTICLE SECOND. Sec. 2. 


Company after June 30, 1916, for the purpose set 
forth in clause (c) of subsection A of this Section 2, 
specifying the amount and class of securities ac- 
quired or contracted for, the name of the corporation 
which issued the same or owns the property repre- 
sented thereby, the jurisdiction under the laws where- 
of such corporation was organized, the amounts, 
classes and terms (generally) of all the stock, bonds 
and other securities of such corporation, whether 
authorized or outstanding, and also indicating the 
property owned or being constructed or about to be 
constructed or acquired by such corporation and rep- 
resented or to be represented by the securities so ac- 
quired or contracted for and briefly describing the lo- 
cation and character thereof and stating that all of the 
issued and outstanding capital stock (except shares 
necessary to qualify directors) of such corporation 
have been acquired or contracted for by the Company 
and have been or simultaneously with the authen- 
tication and delivery of the First Mortgage Bonds 
or the payment of the deposited cash then called for 
are to be pledged hereunder as a first len thereon. 


(b) that the amount. of lability incurred or ex- 
penditure made for the acquisition of such securities 
was not when incurred or made in excess of either 
the fair intrinsic value or of the actual and reason- 
able cash cost thereof, and that no part of such 
liability or of such expenditure (or of the cost of 
the property represented, in whole or in part, by 
such securities) has been included in any previous 
certificate made under any provision of this inden- 
ture or has been paid, reimbursed, discharged or 
provided for out of any First Mortgage Bonds or 
the proceeds thereof or deposited cash or other 
money received under any of the provisions of this 


Sic. 2. 


50 
ARTICLE SECOND. 


indenture (except bonds or money that shall have 
been delivered or paid hereunder in reimbursement 
of other expenditures previously certified under this 
indenture or the proceeds of bonds so delivered). 


(c) whether, so far as known or believed by the 
officers signing such certificate, the property repre- 
sented by the securities so acquired or contracted for 
is, or upon the acquisition by the Company of such 
securities will become, subject to any lien or charge, 
or the corporation owning such property has or will 
upon such acquisition have any outstanding indebted- 
ness, except (1) necessarily undetermined liens or 
charges ordinarily incident to construction or opera- 


tion and current indebtedness arising from operation 


for a period not exceeding six months, (2) the lien 
of this indenture, (3) liens subordinate to the lien 
of this indenture, (4) any lien, charge or indebted- 
ness then pledged hereunder or to be pledged here- 
under simultaneously with the authentication and 
delivery of the bonds or the payment of the deposited 
eash then called for and (5) any lien, charge and 
indebtedness previously certified under this indenture 
against which First Mortgage Bonds or deposited 
eash shall have been reserved; and, if so, such cer- 
tificate shall briefly describe such liens, charges and 
indebtedness and state the amount and character of 
such indebtedness and of the indebtedness secured by 
such liens and charges, the due date thereof, the date 
of and parties to any indenture securing the same and 
other particulars with respect thereto, and that suffi- 
cient First Mortgage Bonds or deposited cash remain 
available for reservation against such liens, charges 
and indebtedness as provided in subsection E of this 
Section 2. 


2.—A certificate signed by counsel for the Com- 


51 
ARTICLE SECOND. Sec. 2. 


pany stating that the acquisition by the Company of 
any shares of stock, bonds, notes or other obligations 
stated in the.certificate required by sub-paragraph 1 
_of this paragraph Third to have been acquired or con- 
“tracted for is within the corporate power of the Com- 
pany and is not prohibited by any law applicable there- 
to and that all such shares of stock are validly issued 
and that all such bonds, notes or other obligations are 
valid and binding obligations of the corporation which 
issued the same and, if any such bonds, notes or other 
obligations shall purport to be secured by lien on any 
property, that such lien is a valid and binding lien on 
such property, and that such shares of stock, bonds, 
notes and other obligations will, upon delivery to the 
Trustees for pledge hereunder, become subject to the 
lien of this indenture as a first lien thereon. 


Fourth—Also in case said bonds or deposited cash 
are requested for the purpose set forth in clause (d) of 
said subsection A or for reimbursing the Company for 
money expended by it for such purpose: ' 


1.—A certificate or certificates signed by the Chair- —certifieate 
man of the Board or the President or one of the Vice- ned 
Presidents and by the Comptroller or Treasurer or 


Chief Engineer of the Company, stating: 


(a) that expenditures to an amount specified (not 
exceeding the principal amount of the bonds, notes, 
obligations, liabilities or indebtedness acquired or 
paid) have been actually made for the acquisition by 
the Company or the payment or redemption of bonds, 
notes, obligations, liabilities or indebtedness of the 
character mentioned in clause (d) of subsection A 
of this Section 2, or that arrangements have been 
actually made in good faith for the exchange of such 
bonds, notes, obligations, liabilities or indebtedness 


Src. 2. 


52 
ARTICLE SECOND. 


with or for or by the use of First Mortgage Bons, 
and such certificate shall briefly describe the bonds, 
notes, obligations, liabilities or indebtedness so ac- 
quired, redeemed or paid or so to be exchanged, and 
shall identify by date or otherwise the certificate 
or certificates previously delivered to the Trustees 
pursuant to this Section 2 in which such bonds, notes, 
obligations, liabilities or indebtedness or the lien 
or charge securing the same shall have been specified. 


(b) that all such bonds, notes or other obligations 
so paid or redeemed and the evidences of any or all 
such liabilities or indebtedness so paid or redeemed 
have been canceled, or that all such bonds, notes or 
other obligations so acquired or so to be exchanged, 
and the evidences of all such liabilities or indebted- 
ness so acquired or so to be exchanged have been, 
or simultaneously with the authentication and deliv- 
ery of the First Mortgage Bonds or the payment of 
the deposited cash then called for will be, pledged 
hereunder. 


(c) that none of such bonds, notes or other obli- 
gations and no part of any such expenditure, liabil- 
ity or indebtedness or of the liability or indebtedness 
represented by any such bonds, notes or other obliga- 
tions has been included in any previous certificate 
(other than a certificate identified as required by 
clause (a) of this paragraph Fourth) made under 
any provision of this indenture or has been paid, re- 
imbursed or discharged or provided for out of any 
First Mortgage Bonds or the proceeds thereof or 
deposited cash or other money received under any 
of the provisions of this indenture (except bonds or 
money that shall have been delivered or paid here- 
under in reimbursement of other expenditures pre- 


53 
ARTICLE SECOND. Src. 2. 


viously certified under this indenture or the proceeds 
of bonds so delivered). 


2.—A certificate signed by counsel for the Company 
stating that all bonds, notes or other obligations or in- 
debtedness or liabilities stated in the.certificate required 
by sub-paragraph 1 of this paragraph Fourth to have 
been acquired have been kept alive, and that all bonds, 
notes or other obligations or indebtedness or liabilities 
the exchange of which is so stated to have been arranged 
for will after such exchange remain alive, and that all 
such bonds, notes or other obligations or indebtedness 
or liabilities will upon delivery thereof or of the evi- 
dences thereof in pledge hereunder become subject to 
the lien of this indenture as a first lien thereon. 


Fifth.—aAlso in ease said bonds or deposited cash are 
requested for the purpose set forth in clause (e) of said 
subsection A, or for reimbursing the Company for 
money expended by it for such purpose, a certificate or 
certificates signed by the Chairman of the Board or the 
President or one of the Vice-Presidents and by the Comp- 
troller or Treasurer or Chief:Engineer of the Company, 
stating: 

(a) that interest to an amount specified on First 
Mortgage Bonds of a specified aggregate prin- 
cipal amount which have been authenticated and de- 
livered or the proceeds whereof have been paid out 
under the provisions of this indenture with respect 
to the construction or acquisition of particular prop- 
erty or the performance of particular work (iden- 
tifying by date, number or otherwise the certificate 
or certificates previously delivered to the Trustees 
in which such property or work is briefly described) 
has actually accrued for the period elapsing after 
the proceeds of such bonds became available for use 
and before the receipt or the completion or coming 


—counsel’s 
certificate ; 


—certificate 
as to interest 
during 
construction 
period; 


—evidence 

of vesting 

of title to 

new property ; 


Src. 2. 


54 
ARTICLE SECOND. 


into service of such property or the completion of 
such work, and has actually become due or is about 
to become due, or that expenditures to an amount 
specified have been actually made by the Company 
in the payment of such interest, and that the amount 
of interest so specified is the net amount remaining 
after deduction of the sums, if any, allowed by the 
Depositaries hereunder or any other depositaries as 
interest on unexpended balances of said proceeds 
during such period. 


(>) that no part of such interest or such expen- 
diture has been included in any previous certificate 
made under any provision of this indenture or has 
been paid, reimbursed, discharged or provided for 
out of any First Mortgage Bonds or the proceeds 
thereof or deposited cash or other money received 
under any of the provisions of this indenture (except 
bonds or money that shall have been delivered or 
paid hereunder in reimbursement of other expendi- 
tures previously certified under this indenture or the 
proceeds of bonds so delivered). 


Siath—Also in case said bonds or deposited cash 


are requested with respect to the construction or acquisi- 
tion of any property: 


(a) evidence acceptable to the Trustees of the exe- 
cution and delivery to the Company or a subsidiary 
company of all deeds, conveyances or other instru- 
ments necessary to vest the title to such property in 
the Company or such subsidiary company, subject 
only to liens or charges certified as required by 
clause (c) of paragraph Second or clause (c)mor 
paragraph Third of subsection D of this Section 2, 
or liens or charges of the character not required to 
be certified under the terms of said paragraphs Sec- 
ond and T'hird; but in the case of bridges, viaducts, 


5D 
ARTICLE SECOND. Src. 2. 


subways or superstructures, the effect whereof is to 
relieve the tracks of the Company or of any sub- 
sidiary company of the burden of grade crossings, 
the provisions of this clause (a) shall not be opera- 
tive as to any interest therein, although the same 
may constitute the entire ownership thereof, that 
shall vest in any state, county, municipality or other 
political body, provided that the Company shall ob- 
tain and have and subject to the lien hereof or such 
subsidiary company shall obtain and have the un- 
conditional right, for a term extending beyond the 
date of maturity of the First Mortgage Bonds, of 
exclusive use, or joint use with another railway com- 
pany or other railway companies, of such bridges, 
viaducts, subways or superstructures or of any 
street or other land thereby relieved of public use 


and affording substantially equivalent facilities for ° 


the operation of trains. 


(b) all supplemental indentures or instruments 
of further assurance necessary to subject any such 
property acquired by the Company to the lien hereof 
subject only to the liens aforesaid. 


(c) an opinion of counsel of the Company to the 
effect that the instruments delivered as called for by 
the terms of clauses (a) and (b) of this paragraph 
Sixth are sufficient for the purposes aforesaid or that 
no such instrument is necessary for either or both 
of said purposes. 


Seventh.—Also in every case of a request for the au- 
thentication and delivery of First Mortgage Bonds or 
payment of deposited cash in respect to the construction 
or acquisition of an extension or additional line of rail- 
road of the character mentioned in clause (a) of subsec- 
tion A of this Section 2 or the acquisition of securities 


—supplemental 
indenture; 


—opinion of 
counsel. 


Consent of 
stockholders 

to authentication 
of bonds for 
extension or 
feeder. 


fr 


56 
Src. 2. ARTICLE SECOND. 


representing or which will represent an extension or ad- 
ditional line of railroad, provided that in any single in- 
stance the amount of expenditures and liabilities stated 
to have been made or incurred for such purpose shall 
amount to $1,000,000 or more: 


(a) evidence acceptable to the Trustees that the hold- 
ers of a majority in amount of such portion of the 
capital stock of the Company as shall have been present 
in person or represented by proxy at a meeting of the 
stockholders of the Company called for such purpose 
have consented to the authentication and delivery of 
First Mortgage Bonds or the payment of deposited 
cash with respect to the acquisition or construction of 
such extension or additional line of railroad or the ac- 
quisition of such securities; 


(b) evidence acceptable to the Trustees that the 
holders of a majority in amount of such portion of the 
capital stock of the Holding Company, if then existing, 
as shall have been present in person or represented 
by proxy at a meeting of the stockholders of said cor- 
poration called for such purpose have consented to 
the authentication and delivery of First Mortgage 
Bonds or the payment of deposited cash with respect 
to the acquisition or construction of such extension or 
additional line of railroad or the acquisition of such 
securities. 


(c) an opinion of counsel of the Company to the 
effect that the stockholders’ action referred to in each 
of clauses (a) and (b) of this paragraph Seventh was 
duly taken in accordance with the by-laws of the re- 
spective corporations and with law. 


Kighth.—The certificate or certificates furnished in 
accordance with the provisions of paragraphs Second, 
Third, Fourth and Fifth of this subsection D shall in 


ay 
ARTICLE SECOND. Src, 2. 


every case, in addition to the statements required by said 
paragraphs Second, Third, Fourth and Fifth, respec- 
tively state: 

(a) that the liabilities or expenditures mentioned in 
such certificate or certificates have not been and will 
not be by the Company or any subsidiary company, ou 
its books or in any annual report or in any report made 
to any governmental commission or officer, charged to 
operating expenses or like account, and that such lia- 
bilities and expenditures are properly chargeable to 
capital account in accordance with the instructions, 
classifications, rules and regulations then in force pre- 
seribed by the Interstate Commerce Commission 
(whether or not the Interstate Commerce Commission 
shall have jurisdiction of the accounting corporation or 
the keeping of its accounts) ; 


(b) that all First Mortgage Bonds theretofore au- 
thenticated or delivered or deposited cash theretofore 
paid out under this Section 2 for any purpose (other 
than the reimbursement of the Company for previous 
expenditures) have been used for such purpose, 
or that a specified amount of such bonds or their pro- 
ceeds or of such deposited cash which has not been so 
used is still actually appropriated and set aside for 
such purpose or is no longer needed for such purpose, 
and that it is returned therewith to be thereafter again 
delivered or paid for the purposes and subject to the 
restrictions set forth in this Section 2. 


K.—Whenever a certificate delivered to the Trustees as re- 
quired by paragraph Second or paragraph Third of subsection 
D of this Section 2 shall state the existence of any lien, 
charge or indebtedness required by the terms of said para- 
graphs to be certified, there shall be reserved from delivery or 
payment under this Section 2 First Mortgage Bonds to a 
principal amount equal to the face amount of the liens, charges 


Reservation 
of bonds or 
cash against 
certified liens. 


Obligations of 
subsidiary 
company to 
be pledged 
hereunder if 
bonds 
authenticated 
for its benefit. 


58 

Src. 2. Articits Srconp. 

and indebtedness so certified or a sum of deposited cash equal 
to the net proceeds of such a principal amount of First Mort- 
gage Bonds; and the bonds and deposited cash so reserved 
shall thereafter be available for delivery or payment (but al- 
ways subject to the restrictions of this Section 2) only with 
respect to or after the payment or redemption, or acquisition 
by the Company and pledge hereunder, of such liens, charges 
or indebtedness. 


F.—Before the authentication and delivery of any First 
Mortgage Bonds or the payment of any deposited cash under 
this Section 2 in respect of the construction, purchase or 
acquisition otherwise of any property by or the performance 
of any work for any subsidiary company or in respect of in- 
terest accrued on other First Mortgage Bonds authenticated 
and delivered, or the proceeds whereof shall have been paid 
out, for such purpose, or in respect of the acquisition, pay- 
ment, redemption or exchange of any bonds, notes, obliga- 
tions, liabilities or indebtedness of, or secured by lien or 
charge on the property of, any subsidiary company, the Trus- 
tees shall require the Company to deliver to them in addition 
to the documents hereinabove provided for: 


1.—Obligations of such subsidiary company of a char- 
acter, as regards security and priority of lien, if any, rate 
of interest, date of maturity (which date shall not, how- 
ever, be later than the date of maturity of the First Mort- 
gage Bonds) and other terms, superior or in the judgment 
of the Trustees substantially equivalent in rank to any 
and every of the bonds, notes, ecbligations, liabilities or 
indebtedness, if any, of such subsidiary company or 
secured by lien or charge on its property then outstand- 
ing and not pledged hereunder; which obligations shall 
be in negotiable form and shall be of an aggregate prin- 
cipal amount not less than the principal amount of the 
First Mortgage Bonds so to be authenticated and deliv- 
ered or the net proceeds of which are so to be paid out. 


59 
ARTICLE SECOND. Src. 2. 


2.—A certificate signed by counsel for the Company 
stating that such obligations are valid and binding obli- 
gations of the corporation which issued the same and, 
if they purport to be secured by lien on any property, are 
secured by a valid and binding lien upon such property 
and will, upon delivery to the Trustees for pledge here- 
under, become subject to the lien of this indenture as a 
first lien thereon. 


G.—The words ‘‘subsidiary company,’’ as used in this 
indenture, mean any corporation owning any of the lines of 
railroad, branches, terminals, terminal facilities, shops, 
bridges, equipment, real estate or other property owned by 
the Company at the time of the execution of this in- 
denture or any property the acquisition whereof by 
the Company would be included within the terms of 
clause (a) or clause (b) of subsection A of this See- 
tion 2, all of the capital stock whereof (except shares 
necessary to qualify directors) shall at the time be owned by 


the Company and pledged under this indenture, provided that : 


either (1) at the time referred to such corporation shall have 
no outstanding indebtedness or liens or charges upon its prop- 
erty of the nature mentioned in and required to be certified 
under clause (c) of paragraph Third of subsection D of this 
Section 2, or (2) First Mortgage Bonds shall have been de- 
livered or deposited cash paid out under and as authorized by 
the provisions of this Section 2 with respect to the acquisition 
of the securities of such corporation. 

The word ‘‘liability’’ as used in this Section 2 means an 
absolute money liability, which at the time with reference to 
which such word is used is not subject to be defeated in any 
contingency and in respect whereof the Company’s obligation 
to make payment at the time of the authentication and deliv- 
ery of the bonds or the payment of the deposited cash called 
for to provide for such liability shall have fully matured 
for work substantially performed for and accepted by, or for 


Definitions: 


—“‘subsidiary 
company ;” 
—‘‘liability ;” 


—“‘lien” and 
“charge.’? 


Depositaries. 


Cash deposited 
hereunder to 
be deposited 


wit 
Deposituaries, 


60 
Sec. 3. Articte Suconp. 


property accepted by and in the possession of or ready for 
immediate delivery and acceptable to, the Company or a sub- 
sidiary company; and for any of the purposes of this inden- 
ture the amount of any such liability shall include the interest 
on as well as the principal of the Company’s obligation. 

The words ‘‘lien’’ and ‘‘charge,’’ as used in this Section 2, 
shall be deemed to include, among other things, deferred 
instalments of the purchase price of property in every case 
where title thereto has not then vested in the purchaser or, 
having so vested, is subject to a vendor’s lien or any right 
of the seller to retake or enforce a charge upon such property 
upon default in the payment of such deferred instalments of 


the purchase price and also the deferred payments to be made 


or rentals to be paid under any conditional sale agreement or 
lease or trust agreement covering equipment. 


Section 3.—The Company may at any time and from time 
to time, by resolution of its Board of Directors or 
Executive Committee, a certified copy whereof shall be 
delivered to the Trustees, appoint any one or more banks, 
trust ‘companies or banking firms or corporations as 
depositaries under this indenture (herein called the ‘‘De- 
positaries’’). The corporate Trustee may act as and shall be 
deemed to be one of the Depositaries. All cash required or 
authorized by any of the provisions of this indenture 
to be deposited hereunder shall be deposited with a Depositary 
or Depositaries in special account to the credit of and subject 
to the order of the Trustees. Upon every deposit with a 
Depositary such Depositary shall deliver to the Trustees and 
to the Company an appropriate instrument in triplicate ac- 
knowledging receipt of the sum deposited and agreeing to pay 
the same from time to time only upon the written order of the 
Trustees. Any Depositary shall be protected by any such 
order in any payment made upon the faith thereof and shall 
not be under any obligation to see to the application of the 
amount so paid. 


61 
ARTICLE SECOND. Sscs. 4, 5. 


The Company may from time to time fix the proportions 
or amounts in which deposits hereunder shall be made with 
the several Depositaries, and may revoke the appointment of 
any Depositary or reduce or increase the amount deposited 
hereunder with any Depositary, and, accordingly, pursuant 
to the written request of the Chairman of the Board or Presi- 
dent of the Company, the Trustees shall order the transfer 
from one Depositary to another of the sums deposited, re- 
spectively; provided, however, that there shall not at 
any time be on deposit hereunder with any one bank or 
trust company an amount greater than one-half of the capital 
and surplus of such bank or trust company; and provided, 
further, that no deposit shall be made or permitted to remain 
with any Depositary of which the Trustees shall in writing 
disapprove. 

Interest at such rate as shall be agreed upon with the 
Company shall be allowed by each Depositary and paid to the 
Company except as otherwise herein provided. 


Srection 4.—All sums required by any of the provisions 
of this indenture to be deposited hereunder shall he 
deemed (whether deposited with the corporate Trustee or 
any of the other Depositaries) to be held by the Trustees 
in trust and to be subject to the lien of and to constitute part 
of the security provided by this indenture, and, except as 
may be inconsistent with the several provisions hereof, shall 
be deemed to be included in the term ‘‘trust estate’’ until 
paid out from time to time as by any of the provisions of this 
indenture permitted; and if the trust estate or any part 
thereof shall be sold under the power of sale herein contained 
or any decree of court based hereon, all such sums then re- 
maining deposited hereunder shall be added to the proceeds of 
such sale and dealt with as if the same were a part thereof. 


Srotion 5.—The orders, copies of resolutions, requests, 
certificates, opinions and other documents provided for in this 
Article in each particular instance may be delivered to either 


Company 
may fix 


proportions. 


Cash deposited 
hereunder 

to be subject 
to lien hereof. 


Delivery of 
documents 
under this 

Article, 


62 
Sec. 5. ARTICLE SECOND. 


of the Trustees, but, unless delivered to the two: Trustees 
separately, shall be delivered in duplicate, and the Trustee 
receiving them in duplicate shall without delay transmit 

one set to the other Trustee. When so delivered to either 

of the Trustees, they shall be deemed to be delivered 

to the Trustees and may be received by the Trustees and each 

of them as full authority for the authentication and delivery 
Protection of OT reservation of First Mortgage Bonds or the payment or 
reservation of cash under this Article and, without 
further inquiry by him or it, shall be full protection to the 
Trustees and each of them for all action or non-action on the 

faith thereof. Every certificate required by any of the pro- 
visions of this Article Second shall state that every state- 

ment of fact contained therein is true to the knowledge of a 
specified person signing such certificate or is founded upon 

and accords with the records of the Company or a specified 
subsidiary company and is believed by such person to be true. 
Kither of the Trustees, however, may, but shall not under any 

Further Circumstances be required to, make further inquiry with re- 
“trustees, gard to any statements contained in any such instruments, or 
call for the opinion of counsel selected or approved by him or 

it (who may be counsel for the Company) with regard to any 

Opinion ot question of law arising in connection with the authentication 
-or delivery of First Mortgage Bonds or the payment 

of cash, whether or not such question shall have been 
covered by any other opinion of counsel furnished under 

the provisions of this Article Second, and may receive any 

such opinion of counsel as conclusive evidence with regard to 

the matters covered thereby. If either of the Trustees shall 
determine to make such further inquiry, he or it shall be en- 

titled to examine, at the expense of the Company, any or all 

of the property, employes, books and records of the Company 

or any subsidiary company and, unless satisfied as to the 

truth and accuracy of the statements so investigated, shall 

not be obliged to act upon the faith of the instrument contain- 

ing them; but, in case either Trustee shall refuse to accept 


63 
ARTICLE SECON v. 
ARTICLE T'HIRD. 


Sec. 6. 
Sec. 1. 


or act on the faith of any such instrument, he or it shall 
promptly notify the Company in writing of such refusal and 
the reasons therefor. 


Section 6.—In case any of the events of default specified 
in Section 2 of Article Sixth of this indenture shall have 
happened, the right of the Company under any of the provi- 
sions of this Article Second to obtain the authentication and 
delivery of First Mortgage Bonds or the payment of cash 
deposited hereunder shall forthwith cease and the Trustees 
shall not thereafter authenticate and deliver any bonds or 
pay out any cash, provided that, if such default shall be rem- 
edied and waived as provided in Section 3 of said Article 
Sixth, the right of the Company to obtain the authentication 
and delivery of bonds and the payment of cash shall forth- 
with revive, but shall cease again whenever thereafter an 
event of default shall happen. 


ARTICLE THIRD. 
REDEMPTION oF Bonps—SINKING F'unp. 


Section 1.—Upon previous advertisement of notice as 
hereinafter in this Section 1 provided, the Company shall have 
the right, provided it shall have complied with the provisions 
of this Article Third applicable in the premises, to redeem 
and pay off all or any part (which may be any portion not 
less than $1,000 of the face amount of any bond) of any 
series of First Mortgage Bonds on any semi-annual inferest 
payment date of such series at the face amount thereof and 
accrued interest on such face amount to the date of redemp- 
tion, and such premium, if any, as shall be expressed in the 
bonds of such series. 

In case less than all of the outstanding bonds of any series 
are to be redeemed, the Company shall, at least ten days 
prior to the date on which the first publication of the notice 
of redemption hereinafter provided for is required to be 


Right to obtain 
authentication 
or payment 

to cease on 
event of default. 


Any series 
redeemable 
in whole or 
part on 
interest date. 


Drawing of 
bonds in 

ease less than 
whole series 
is to be 
redeemed. 


64 
Sec. 1. ARTICLE THIRD. 


made, deliver to the Trustees a statement specifying the 
principal amount of bonds which it desires to redeem, desig- 
nating the series thereof and fixing the date for such redemp- 
tion, and thereupon the Trustees shall draw by lot, in such 
manner as they shall determine, from the numbers 
of all of the outstanding bonds of such series (other 
than bonds already owned or theretofore acquired by 
the Company whether for the sinking fund or other- 
wise) bonds up to the principal amount specified (using, 
in case such outstanding bonds are of different denomina- 
tions, some reasonable and uniform method of grouping bonds 
of small denominations and dividing bonds of large denomina- 
tions, so that equal units in principal amount of bonds shall 
be drawn), and shall, within ten days after receiving the 
statement aforesaid, notify the Company of the bonds or por- 
tions of bonds so drawn. 

Publication Notice of the election of the Company to redeem any or 


of notice in 


New York all of the bonds of any series shall be given by publi- 
Francisco. gation in two daily newspapers of general circulation pub- 
lished in the Borough of Manhattan, in the City of New York, 
and in one daily newspaper of general circulation published 
in the City and County of San Francisco at least once 
in each calendar week (in each instance on any day of the 
week) for eight successive weeks, the first publication to be not 
less than sixty nor more than ninety days before the date of 
redemption designated in such notice. Such notice shall state 
that the Company has elected to redeem and pay off all of the 
bonds of one or more series, designating such series, or bonds 
designated by number or identified otherwise in such notice 
and specified portions of the principal amount of any speci- 
fied bonds, as the case may be, and that on the interest payment 
date designated therein as the date of redemption there will 
become and be due and payable upon such bonds, at the place 
or places where such bonds are by their terms payable, re- 
spectively, each whereof shall be specified, the face amount 


65 
ARTICLE THIRD. Sec. 1. 


of the bonds or portions thereof to be redeemed and the 
accrued interest on such face amount and portions thereof to 
such date, and, if provided for by the terms of such bonds, a 
specified premium. It shall be the duty of the Secretary of 
the Company to cause similar notices to be published in a 
newspaper of general circulation published in each of the 
other cities where any of the bonds to be redeemed are by 
their terms payable at least once in each calendar week (in 
each instance on any day of the week) for eight successive 
weeks, the first publication to be not less than sixty nor more 
than ninety days before the date of redemption designated in 
such notice, and also to cause similar notices—addressed to 
the Trustees and all of the persons severally who shall ap- 
pear upon the books kept by the bond registrar or registrars 
to be the owners of registered bonds or coupon bonds regis- 
tered as to principal which are to be redeemed in whole or 
in part, at their addresses as the same shall appear upon 
such books—to be deposited in the United States mail, 
postage prepaid, at least sixty days prior to such redemip- 
tion date. Failure, however, so to publish any such no- 
tice or notices in any city other than the cities of New York 
and San Francisco or so to mail any such notice or notices 
shall not affect the validity of any proceedings for the re- 
demption of First Mortgage Bonds, but upon full advertise- 
ment of such notice in the cities of New York and San Fran- 
cisco, and without other prerequisite or condition, all bonds 
and portions thereof so to be redeemed shall, on the interest 
payment date and at the place or places designated in 
such notice, become due and payable at the rate 
specified therein, and from and after the date of 
redemption so designated (unless the Company = shall 
make default in the payment of such bonds), interest 
on said bonds and portions of bonds shall cease and all un- 
matured coupons for interest appertaining to said bonds shall 
become and be null and void. . 

Upon redemption as aforesaid the sums so due and 


—in other cities 


Mailing of 
notice. 


66 
Sec. 1. ARTICLE THIRD. 


Payment on payable for principal and premium, if any, upon the 
coupon bonds shall be paid to the bearers thereof. or if 
registered to the registered owners thereof, on surrender of 
the bonds and of all coupons for interest thereon unmatured 
on the date of redemption (except destroyed coupons which 
have ceased to be enforcible). The accrued interest repre- 
sented by coupons maturing on the date of redemption and 
coupons previously matured shall continue to be payable (but 
without interest thereon unless the Company shall make 
default in the payment thereof) to the respective bearers of 
such coupons. The sums so due and payable upon registered 
bonds without coupons for principal and accrued interest and 
premium, if any, shall be paid to the registered owners there- 
of or their assigns upon-.surrender of the bonds. When a 

Ceegea! portion of the face amount of a bond is to be redeemed, the 
abond. Company, without charge therefor, shall execute and 
the Trustees shall authenticate and deliver a like amount of 
new bonds of the same series and tenor in lieu of the unre- 
deemed portion of the face amount of the bond upon surrender 
of such bond as aforesaid. 


Deposit to If at any time on or after the date fixed for the redemp- 
unsurrendered tion of any bond or portion thereof such bond shall not have 


been presented for payment, the Company may deposit with 
any of the Depositaries to the credit of such bond or portion 
thereof designated by number or otherwise and subject to 
the order of the Trustees, a sum of cash equal to 
the amount payable on the redemption of such bond 
or portion thereof, and such deposit shall constitute full pay- 
ment of such bond or portion thereof so called for redemption, 
and of the coupons or claims for interest payable upon such 
bond or portion thereof, as between the Company and every 
holder thereof. The sum so deposited shall constitute a trust 
fund for the holder of such bond but no interest shall accrue 
thereon in his favor. Any interest allowed by any Depositary 
on such sum shall be paid to the Company. Thereupon and 


67 
ArtTIcLeE THIRD. Src. 2. 


thereafter such bond or portion thereof and the coupons or 
claims for interest thereon shall be excluded from participa- 
tion in the lien and security afforded by this indenture and the 
holder shall look for payment only to the fund so deposited 
and in no event to the Company or the trust estate. Upon 
surrender, as aforesaid or by the Company, to the Trustees 
of any bond (with coupons, if any, unmatured at the date of 
redemption fixed as hereinabove provided), the redemption 
whereof or of any portion whereof shall have been so pro- 
vided for, the Trustees shall pay to the bondholder or to the 
Company surrendering the same the sum so held upon deposit 
to the credit of such bond. 


Section 2. All First Mortgage Bonds redeemed pursu- 
ant to the provisions of this Article Third shall be canceled 
or indelibly stamped with a statement that they have been 
so redeemed. In case, however, any or all of the First Mort- 
gage Bonds theretofore outstanding (except bonds in place 
of which other bonds shall be issued as permitted by Section 
4 of Article First hereof and also except bonds acquired 
for the sinking fund pursuant to the provisions of Section 4 
of this Article Third) shall at any time hereafter be re- 
funded with or exchanged for or their payment, redemption 
or retirement otherwise provided for by means of refunding 
bonds or other obligations of the Company issued under a 
mortgage or other instrument which shall provide that the 
First Mortgage Bonds so redeemed pursuant to the provisions 
of this Article, notwithstanding that they shall have been 
eanceled or marked ‘‘eanceled’’ or otherwise perforated or 
mutilated, shall be deposited with the trustee or trustees under 
such new mortgage or other instrument as security for such re- 
funding bonds or other obligations, the First Mortgage 
Bonds so redeemed and deposited shall be deemed to remain 
alive and unextinguished in the hands of the trustee or 
trustees under such new mortgage or other instrument for the 


Bonds 
redeemed to 
be canceled 
or stamped. 


Redeemed 
bonds may 

be kept alive 

to secure 
refunding 
bonds hereafter 
issued. 


Application 
of cash 
deposited 
hereunder to 
redemption of 
entire issue. 


Sinking fund. 


Company 
to deposit 
$50, 


a year. 


68 
Secs. 3, 4. ARTICLE THIRD. 


security of such refunding bonds or other obligations (but 
subject and subordinate, in priority of claim against the Com- 
pany and any successor or purchasing corporation and in lien 
upon the trust estate, to the prior payment in full of all of 
the First Mortgage Bonds that shall not have been so re- 
deemed or paid and of all coupons and claims for interest 
thereon) and, for such purpose and to such extent, the lien 
thereof and of this indenture shall be deemed to be unimpaired 
and the trustee or trustees under such new mortgage or 
other instrument shall be subrogated to all of the rights of 
holders of the First Mortgage Bonds so redeemed. 


Section 3.—In ease all of the First Mortgage Bonds out- 
standing shall at any time be called for redemption, all cash 
then deposited hereunder pursuant to any of the provisions 
of this indenture (except sums of money placed to the credit 
of other particular unsurrendered bonds pursuant to the pro- 
visions of this Article) shall, upon request of the 
Company expressed in a resolution of its Board of Directors, 
be applied by the Trustees to the redemption and payment 
of the bonds so called for redemption, and any such eash in 
excess of the amount necessary for such redemption shall be 
payable to the Company. 


Section 4.—The Company will create a sinking fund to be 
specially applied as hereinafter provided to the purchase or 
redemption of First Mortgage Bonds and for that purpose 
will pay out of any income lawfully applicable thereto, after 
payment of operating expenses of every description, taxes 
and interest upon the First Mortgage Bonds, and deposit here- 
under with one or more of the Depositaries as provided in 
Section 3 of Article Second, the sum of $50,000 on January 
first of each year commencing with the year 1919. 


(a) Immediately upon the making of any such deposit for 


° the sinking fund or from time to time whenever there shall 


be on deposit hereunder for account of the sinking fund 


69 
ARTICLE T'HIRD. Seo. 4. 


moneys available therefor, the Trustees may (unless the Purchase of 
Company shall have requested them to proceed as provided si=king fund. 
in clause (b) of this Section 4) and, at the request in writing 

of the Company shall, purchase for the sinking fund in open 

market or at private sale or upon any exchange at the then 

market price thereof or at the best price at which the same 

shall be obtainable as many of the First Mortgage Bonds as 

ean be acquired with the amount so held in the sinking fund, 
provided that no purchase shall be made of any First Mort- 

gage Bond at a price exceeding the redemption price ex- 

pressed therein. 


(b) The Trustees, if requested in writing so to do by Cal tor 
the Company at the time of any such deposit for the sink- 
ing fund, shall cause an advertisement to be published at 
least once a week for four successive calendar weeks (in each 
instance on any day of the week) in a daily newspaper of 
general circulation published in the Borough of Man- 
hattan in the City of New York and in a daily 
newspaper of general circulation published in the City 
and County of San Francisco, calling for tenders (to be 
submitted to the Trustees at a_ specified place on 
or before a date to be designated in such advertisement) of 
First Mortgage Bonds to an amount to be named in such 
notice (not exceeding an amount estimated to be purchase- 
able with the moneys then held in the sinking fund) for pur- 
chase for the sinking fund at a price not exceeding the re- 
spective redemption prices thereof expressed in such bonds. 
Upon receipt of such tenders, the Trustees shall accept the 
tenders which, in the exercise of their absolute discretion, they 
shall deem most favorable to the interest of the holders of all 
of the First Mortgage Bonds up to an amount of First Mort- 
gage Bonds sufficient, at the price or prices at which they are 
tendered (not exceeding such respective redemption prices), 
to exhaust the amount of moneys then held in the sinking fund 
or the amount named in such notice and shall, out of the 


70 
Sec. 1. ARTICLE Fourtu. 


moneys so held, cause to be taken up and paid for the bonds, 
the tenders whereof are so accepted. 


Unes Denes. (c) If there shall not, prior to the first day of May in any 
redemption Year, have been purchased, pursuant to the provisions of 
orvone® clause (a) or clause (b) of this Section 4, a sufficient number 
of First Mortgage Bonds to permit the application thereto of 
substantially all of the moneys then held in the sinking fund, 
the Trustees shall forthwith call for redemption, in the 
manner and at the price or prices provided for in Section 1 of 
this Article, and cause to be paid out of the moneys then held 
in the sinking fund, First Mortgage Bonds then outstanding 
to such an aggregate principal amount as the moneys then 
held in the sinking fund will suffice so to redeem; and in such 
event the Trustees may, for the purposes of such re- 
demption, perform all acts and take all proceedings which, 
under the terms of said Section 1 should or may be taken by 
the Company, including the setting aside and reservation of 
sums to the credit of First Mortgage Bonds or portions there- 
of which shall be called for redemption but shall not have 
been presented for redemption. 


Bonds (d) All First Mortgage Bonds which shall be purchased 


purchased 


*forsinking OF Tedeemed by the sinking fund, as hereinabove provided, 


“cunceled, Shall be canceled and delivered to the Company and shaii 
be deemed to be wholly extinguished. All interest allowed 
by the Depositaries or any of them on any moneys held in 


the sinking fund shall be added to the sinking fund. 


ARTICLE FOURTH. 
PaRTICULAR COVENANTS OF THE CoMPaANY. 


The Company covenants as follows: 


oy ene Section 1.—It will duly and punctually pay the principal 
Pitot Of and interest upon every First Mortgage Bond at the dates 


and interest. 
and places and in the manner mentioned in such bond or in 


the coupons thereto belonging or in any notice of redemption 


71 
ArtTICLE FourtTH. Src. 2. 


given as provided in Article Third hereof, according to the 
true intent and meaning of such bonds, coupons and notice. 
Such payment shall be made in accordance with the re- 
spective provisions of the bonds as to deduction for 
taxes, assessments or governmental charges, and, if so pro- 
vided in any of such bonds, the Company hereby assumes the 
payment of such taxes, assessments and charges to the extent 
and with the exceptions, if any, to be expressed in such bonds. 
The Company will not directly or indirectly extend or as- 
sent to the extension of the time for the payment of any 
coupon or claim for interest on any of the First Mortgage 
Bonds and will not directly or indirectly be a party to or ap- 
prove any such arrangement by purchasing or funding said 
coupons or claims for interest or in any other manner. 


Section 2.—The Company will maintain an office or agency 
in the Borough of Manhattan in the City of New York where 
notices or demands in respect of any of the First Mortgage 
Bonds or coupons may be served and will appoint some per- 
son having his place of business at such office or agency as 
the agent of the Company upon whom process in any action 
or proceeding brought by the Trustees or either of them (or 
any of the bondholders, if not inconsistent with the terms of 
this indenture) may be served. In case any First Mortgage 
Bonds are made payable as to principal or interest or both 
in any other place or places, the Company will keep 
an office or agency in such place or places where 
such bonds and their coupons may be presented for 
payment of such principal or interest or both, as the case 
may be. From time to time the Company will give written 
notice to each of the Trustees of the address of each such ef- 
fice or agency (or of some one or more banks, bankers or trust 
companies which may be designated by the Company for such 
purpose) and of the appointment of such agent for the service 
of process and of any change of such addresses or agent. In 
default of such written notice, notices and demands may be 


Coupons not 
to be extended. 


Covenant to 
maintain 
office or 
agency in 
New York; 


—in other 
places. 


After-acquired 
property 

to become 
subject to 

lien hereof 
without 
further 
conveyance. 


Covenant for 
further 
assurances. 


Supplemental 
indentures. 


iz 
Szc. 3. ArtIcLE Fourtu. 


served at the office in said Borough of Manhattan of the in- 
dividual Trustee and process may be served as aforesaid 
upon the individual Trustee, who, in that event, shall be 
deemed and be the representative of the Company for such 
purpose, but the individual Trustee shall be under no duty or 
obligation with respect to any such notice, demand or process. 


Section 3.—All property of every kind conveyed, assigned 
or pledged, or which it is covenanted and agreed shall 
be conveyed, assigned or pledged, to the Trustees un- 
der this indenture or shall in any way pass under 
or be or become subject to this indenture, immediately 
or immediately upon the acquisition thereof by the Company 
to the extent of such acquisition and without any further 
conveyance or assignment shall become and be subject to the 
hen of this indenture as fully and completely as though now 
owned by the Company and specifically described in the grant- 
ing clauses hereof; but at any and all times the Company will 
make, execute, acknowledge and deliver, or cause to be made, 
executed, acknowledged and delivered, all such conveyances, 
assignments and further assurances in the law for the better 
conveying, assigning and confirming such property unto the 
Trustees and specifically subjecting the same to the lien of 
this indenture as the Trustees or either of them shall rea- 
sonably require. 

The Company and the Trustees may at any time and 
from time to time, without action on the part of the bond- 
holders, enter into an indenture or indentures supplemental 
hereto for the purpose of (1) subjecting to the lien of this 
indenture additional lines of railroad acquired by the Com- 
pany or a subsidiary company (but if any such additional line 
shall connect with a line of railroad at the date of such sup- 
plemental indenture owned by the Company and subject here- 
to or owned by a subsidiary company by ferry, or by bridge or 
railroad, over which the Company or the corporation owning 
such connecting line of railroad shall have contract right 


73 
Article FourtH. Secs. 4, 9. 


of exclusive or joint use through its own motive power or hy 
the motive power of any union depot or other company or in 
any similar manner, such contract and every renewal or ex- 
tension thereof shall also be assigned or pledged hereunder) ; 
(2) evidencing the succession of another corporation to the 
Company in compliance with the provisions of Article Tenth 
hereof; (3) adding to the limitations and restrictions on 
the authentication and delivery of bonds or payment of de- 
posited eash or other money under Article Second hereof other 
limitations or restrictions thereafter to be observed, or adding 
to the covenants or agreements of the Company for the protec- 
tion of the bondholders and of the trust estate; (4) making 
such provision or changes in regard to the terms of any of 
the First Mortgage Bonds or coupons or bond scrip certificates 
or any other matters or questions of procedure or administra- 
tion arising under this indenture as may be necessary or desir- 
able and shall not be inconsistent with the provisions or the 
intent of this indenture and shall not in any manner or degree 
impair the lien or security of the bonds then secured hereby. 


Ssction 4.—The Company will at or before maturity there- 
of pay or acquire or cause to be renewed or extended or cause 
other bonds or obligations to be issued in substitution for all 
bonds, notes, obligations, liabilities and indebtedness not 
pledged hereunder of a subsidiary company or secured by 
lien or charge prior in lien to this indenture upon any part 
of the trust estate or outstanding on any property of a 
subsidiary company. Subject to the provisions of Section 4 
of Article Fifth hereof, the Company will strictly perform 
and observe or cause to be strictly performed and observed 
all of the covenants and conditions in such bonds, notes, obli- 
gations, liabilities and indebtedness or in any mortgage or 
deed of trust securing the same. 


Section 5.—The Company will not voluntarily create or 
suffer to be created (or to exist except as expressly provided 
for in this indenture) any lien or charge having priority to the 


Prior lien 

or subsidiary 
company’s 
obligations 
not pledged 
hereunder 

to be paid, 
renewed, 
extended or 
replaced. 


Covenant 
not to permit 
prior liens. 


Covenant 
to pay taxes. 


74 
Sec. 6. ARTICLE FovurtH. 


lien of this indenture upon the trust estate or any part there- 
of or upon the income thereof, except such claims of material 
men, mechanics, laborers and like claims as the Company 
shall be bound to discharge as next hereinafter provided; 
and within three months after the same shall acerue it will 
pay or cause to be discharged or will make adequate provi- 
sion for the satisfaction or discharge of all lawful claims 
and demands of material men, mechanics, laborers and others 
which, if unpaid, may by law be given precedence to this in- 
denture as a lien or charge upon the trust estate or any part 
thereof or the income thereof. If any subsidiary company 
shall create or suffer to be created any lien or charge upon 
its property or income or any indebtedness other than in- 
debtedness to the Company or another subsidiary company 
or for current operating expenses for a period not exceeding 
six months, then the Company promptly will cause the same 
to be paid or discharged or will make adequate provision for 
the satisfaction and discharge thereof or will acquire and 
pledge the same hereunder. 

Nothing in this Section 5 contained shall require the Com- 
pany to pay, discharge or acquire any claim, demand, lien, 
charge or indebtedness so long as the Company or a sub- 
sidiary company shall in good faith contest the validity 
thereof. 


Section 6.—The Company from time to time will pay and 
discharge or cause to be paid and discharged all taxes, assess- 
ments and governmental charges (the lien whereof would be 
prior to the lien hereof) lawfully imposed upon the trust es- 
tate or any part thereof or the income thereof or upon the 
interest of the Trustees or either of them in such trust estate 
or income, so that the priority of this indenture shall be fully 
preserved at the cost of the Company; and, if any subsidiary 
company shall fail to pay any tax, assessment or govern- 
mental charge lawfully imposed on the property of such sub- 
sidiary company or the income thereof, the Company will 


75 
ArTICLE FourtH. | Secs. 7, 8. 


promptly pay the same or make adequate provision for the 
satisfaction and discharge thereof. 

Nothing contained in this Section 6 shall require the Com- 
pany to pay any such tax, assessment or charge so long as 
the Company or a subsidiary company in good faith shall 
contest the validity thereof. 


Section 7.—The Company (unless it first shall have ob- 
tained the written consent thereto of the Trustees) will not 
suffer or permit any default wherefor any lessor may termi- 
nate any lease subject to the lien of this indenture or whereby 
any trackage rights or rights of use or operation subject 
to the lien of this indenture may be terminated. 

In ease any such default shall be made or in case the 
Company shall fail to pay any sum which in Section 5 or 
Section 6 of this Article it covenants to pay or discharge, 
the Trustees may (but shall not be obliged to) pay any sum 
so in default and the Company agrees that it will forthwith 
repay all sums so advanced, together with interest at the rate 
of six per cent. per annum, and the Trustees shall have a lien 
therefor upon the trust estate in priority to the First Mort- 
gage Bonds and coupons. 


Section 8.—The Company will not sanction or permit the 
issue of any additional shares of stock of any subsidiary com- 
pany or the creation of any indebtedness of any subsidiary 
company (except current indebtedness arising from operation 
for a period not exceeding six months) or the issue, pledge, 
sale or other disposition of bonds, notes or other evidences of 
indebtedness of any subsidiary company or the making of any 
guaranty by any subsidiary company or the creation of any 
mortgage or other hen upon the property of any subsidiary 
company (other than (a) equipment obligations for the pur- 
chase price of equipment secured by an instrument of trust or 
conditional sale covering only such equipment and (b) bonds 
or other obligations in renewal or extension of or 


Covenant 

not to suffer 
default under 
leases. 


Covenant 

as to stock 
and 
indebtedness 
of subsidiary 
companies, 


76 
Sec. 9. ARTICLE FourtH. 


in exchange for indebtedness outstanding and not pledged 
hereunder) unless effective provision be made that such 
additional stock and the bonds and notes so issued, sold, 
pledged or otherwise disposed of or the securities so guar- 
anteed and the mortgage or other lien on such property shall 
immediately, upon the issue or creation thereof, be pledged 
hereunder, and all such additional stock shall be full paid and 
non-assessable. Nothing herein contained shall prevent the 
increase or decrease or classification or reclassification or al- 
teration otherwise of the terms of stock of a subsidiary com- 
pany, provided that all of the issued stock of such subsidiary 
company (except shares necessary to qualify directors) shall 
continue to be pledged hereunder. 


eee The Company will not sanction or permit any subsidiary 


or lease by 


subsidiary COMpany to sell, lease or otherwise dispose of its property 
cee except as expressly provided by the provisions of Article 
Fifth or Article Seventh hereof. 


Covenant Section 9.—The Company will diligently preserve all of 


saftanenises the rights and franchises to it granted and upon it conferred 
and will at all times maintain, preserve and keep its railroad 
system and property in good repair, working order and con- 
dition and will from time to time make all needful and proper 
repairs, renewals and replacements and alterations, additions, 
betterments and improvements; and will cause each subsidi- 
ary company to preserve its rights, franchises and property 
in like manner and to like extent. 
fo pauipment All equipment upon which this indenture is or shall 
be a first len shall be marked so as to identify the 
same as equipment subject to this indenture as a 
first lien thereon, and the Company will at all times 
keep such equipment in good order and condition, reasonable 
wear and tear excepted, and marked distinctively as afore- 
said, and will replace such of said equipment as shall be 
Covenant worn out or destroyed with other equipment of at least equal 


to maintain , ke : : 
equipment. value on which this indenture shall constitute a first lien. 


‘ii 
ARTICLE FourRTH. Src. 10. 


The Company will, at’'such times as the Trustees may request, 
furnish to them a complete list of all equipment upon which 
this indenture is or shall be a first hen; but the fact that any 
such equipment shall not be marked or ineluded in such list 
shall not create any presumption that the same is not subject 
to this indenture as a first lien thereon. 


Sreotion 10.—The Company will not issue, negotiate, sell 
or dispose of any of the First Mortgage Bonds or use any of 
the proceeds thereof except for the purposes and in accord- 
ance with the agreements herein contained. The Company 
will apply all of the proceeds of the $20,000,000 face amount 
of First Mortgage Bonds to be authenticated and delivered 
as provided in Section 1 of Article Second hereof, which by 
the terms of said Section 1 the Company is permitted to 
retain without depositing the same hereunder, to some one 
or more of the following purposes, viz. : 


(a) to the payment of the expenses of incorporating 
and organizing the Company, the acquisition of property 
heretofore belonging to Western Pacific Railway Com- 
pany or its receivers and the issue of the Company’s 
securities and expenses incidental, preparatory or pre- 
liminary to said proceedings or some of them (including, 
among other things, the compensation of trustees and 
counsel paid or incurred in connection with the foreclos- 
ure of said First Mortgage of Western Pacific Railway 
Company and also the payment of interest upon moneys 
the benefit whereof the Company shall have received in 
connection with any such proceedings) ; 


(b) to the reasonable expense of protecting or better- 
ing the traffic arrangements of the Company; 


(c) to use as working capital to such extent as may 
reasonably be deemed necessary by the Board of Direc- 
tors of the Company; 


Covenant 

to issue and 
use bonds in 
accordance 
herewith. 


Covenant 

to apply 
undeposited 
portion of 
proceeds of 
$20,000,000 

of bonds only 
to certain 
purposes. 


Covenant 
to record 
mortgage. 


Covenant 
as to 
insurance. 


Application 
of insurance 
money. 


78 
SECs ell 12: ARTICLE FourtH. 


(d) to some one or more of the purposes enumerated 
in Section 1 of Article Second hereof. 


Section 11. The Company will cause this indenture and 
every indenture or other instrument supplemental thereto to 
be registered, recorded and filed and to be kept filed as a 
mortgage of real property and as a mortgage of personal 
property in every county and other proper political subdi- 
vision of the states in which any of the property subject 
hereto shall be situated and will do all such other acts as may 
be required by law in order to maintain this indenture as a 
valid and enforceable lien upon the property hereby mort- 
gaged or declared or agreed to be mortgaged and fully to pro- 
tect the holders of the bonds and the rights of the Trustees. 

The Company will not consolidate or merge with or sell 
the trust estate as an entirety to any other corporation or 
body save as provided in and upon the terms and conditions 
expressly permitted by the terms of Article Tenth hereof. 


Section 12.—The Company will at all times insure and 
keep insured for a fair value so much of the trust estate 
as is of the character customarily insured by railroad com- 
panies. All sums received by virtue of any such insurance 
and all monies collected from other companies in respect to 
damage to or destruction of rolling stock or other equipment 
shall be applied by the Company to make good such loss or 
damage either by repairing the property damaged or replac- 
ing the property destroyed or otherwise within twelve months 
after the receipt thereof and until so used shall be deemed 
part of the trust estate, but if not so used within said time 
shall be deposited hereunder, to be thereafter paid out only for 
the purposes and subject to substantially the same restrictions 
provided in, and upon resolutions, certificates, opinions and 
other instruments substantially similar to those required by, 
Section 2 of Article Second of this indenture with reference 
to deposited cash, at the rate, however, of $1,000 of such 
money for every $1,000 principal amount of First Mortgage 


79 


ARTICLE FourTH. Sec. 13. 
ARTICLE FIFTH. Sec. 1. 


Bonds which might be authenticated and delivered pursuant 
to said Section 2 of Article Second. All property substituted 
for property so lost or destroyed shall zpso facto become sub- 
ject to the lien of this indenture in like degree. 

The Company will cause the property of every subsidiary 
company to be insured and kept insured to like extent and in 
like manner. 


Section 13.—In case the Company shall hereafter mort- 
gage any of the property which is, or by the terms hereof 
purports to be or which is intended to become, subject hereto, 
such mortgage shall be, and shall be expressed to be, subject 
to the prior lien of this indenture for the security of all First 
Mortgage Bonds then or thereafter to be outstanding here- 
under. 


ARTICLE ELIE TH, 
As to Stock anp Bonps PLEDGED HEREUNDER. 


Ssction 1.—The Trustees may make any transfer, deliv- 
ery, exchange, surrender or other disposition of the stocks, 
bonds and other securities pledged hereunder that may be 
required from time to time for the purpose of carrying out 
the objects of this indenture and protecting the lien hereby 
intended to be created, including the following: 


(a) the sale, transfer or release of shares to qualify 
directors or officers ; 


(b) the exchange of coupon bonds for registered bonds 
and registered bonds for coupon bonds and the registra- 
tion of coupon bonds and the exchange of securities of 
one denomination for securities of another denomination 
of the same issue; 

(c) the transfer of any stock or registered bonds or 
other obligations into the name of the Trustees or either 
of them or any nominee or nominees of the Trustees; 


Subsequent 
mortgages 

on mortgaged 
property to 
be subject 
hereto. 


Trustees 
may deal 
with pledged 
securities for 
purposes 
hereof. 


80 
Sec. 1. ARTICLE FIrrH, 


(7) the surrender or exchange of stocks, bonds or 
other securities upon foreclosure, reorganization or read- 
justment as provided by Section 5 of this Article Fifth; 
or upon any consolidation, merger or sale or dissolution 
of or by a subsidiary company permitted by Section 6 of 
this Article Fifth; 


(e) the surrender or exchange of stock of a subsidiary 
company, the capital stock of which shall be increased 
or decreased or classified or reclassified or otherwise 
altered as permitted by Section 8 of Article Fourth 
hereof ; 


(f) the presentation of any bonds or obligations 
for stamping, endorsement or other alteration to 
evidence any renewal or extension permitted by Section 
7 of this Article Fifth; 


(g) the surrender of bonds or other obligations upon 
substitution of other bonds or obligations as permitted 
by Section 7 of this Article Fifth; 


(2) the surrender of bonds or other obligations upen 
the release of the indebtedness evidenced thereby or upon 
the acquisition of the property securing the same as per- 
mitted by Section 7 of this Article Fifth. 


The Trustees may deposit any securities held by them in a 
safe deposit box or elsewhere in the City of New York or 
elsewhere within the United States. They may, and upon the 
request in writing of the Company shall, cause any bonds, 
notes or other obligations pledged hereunder to be stamped : 
‘Not negotiable; held by First Federal Trust Company and 
Henry EK. Cooper, as Trustees, for the purposes declared in 
the First Mortgage of The Western Pacific Railroad Company 
dated June 26, 1916.’’ . 

Neither the Trustees nor either of them shall be obliged 
to accept a certificate for any share of stock in any corpora- 


81 
ArtTicLe Firru. Eos. 2, 3. 


tion or to cause or permit a transfer thereof to be made to 
them, him or it if, in the opinion of such Trustees or Trustee, 
such action will subject them, him or it to the risk of liability 
or expense. 


Section 2.—Unless some one or more of the defaults or 
contingencies specified in Section 2 of Article Sixth hereof 
shall have occurred, whether or not any such default shail 
have continued for the period of grace, if any, in said Sec- 
tion 2 allowed with respect thereto, the Company shall be en- 


Income of 
pledged 
securities 
payable to 
Company 
until default. 


titled to receive, free from the restrictions of this indenture, . 


all interest upon the bonds, obligations, indebtedness and 
claims pledged or assigned hereunder and all dividends on the 
shares of stock pledged hereunder, provided such interest or 
dividends shall have been paid out of the income, profits, rev- 
enues or proceeds of operation of the corporation issuing 
or liable upon or under such securities (except interest and 
dividends paid in case of the liquidation or dissolution of 
such corporation, but not excepting accrued interest paid out 
of accumulated net income in addition to full payment of prin- 
cipal and accumulated dividends on preferred stock, if any, 
paid out of surplus without impairment of capital as 
provided in the certificates therefor); and the Trus- 
tees or either of them shall make such delivery of 
coupons and execute such assignments, releases,  divi- 
dend orders and other instruments as may be required 
for that purpose, provided that any coupon or right to inter- 
est or dividends delivered or assigned to the Company shall, 
until paid or discharged, remain subject hereto and shall not 
be enforced by legal proceeding or extended except with the 
consent of the Trustees. 


Section 3.—Unless some one or more of the defaults or 
contingencies specified in Section 2 of Article Sixth hereof 
shall have occurred, whether or not any such default shall 
have continued for the period of grace, if any, in said Section 


Company 
may vote 
pledged stock 
until default. 


Pledged 
obligations 
to be held by 
Trustees as 
purchasers. 


Pledged 

prior lien 
obligations 

not enforceable 
until default 
hereunder. 


82 
Src. 4. ARTICLE FIFTH. 


2 allowed with respect thereto, the Company shall have the 
right to vote upon all of the shares of stock pledged here- 
under and to execute waivers of notice, consents and other 
instruments as the owner or in respect of any of such stock, 
for all purposes not inconsistent with the provisions or intent 
of this indenture; and from time to time, on demand of the 
Company, the Trustees shall execute and deliver, or cause to 
be executed and delivered, to the Company or its nominee or 
nominees such proxies or powers of attorney as may be neces- 
sary for such purpose. 


Ssction 4.—Unless and until cancelled in accordance with 
the provisions of Section 7 of this Article Fifth, all bonds, 
notes, obligations and indebtedness pledged hereunder shall 
be held by the Trustees as purchasers, without extinguishment 
or impairment of len, and shall be and remain valid and 
existing obligations in all respects and, if past due, valid 
unpaid past due obligations, entitled to the full benefit of all 
lens, titles, rights and security under all mortgages, deeds 
of trust or other instruments securing or purporting to secure 
the same, and the Trustees shall be vested with all rights and 
liens to which the holders of such bonds, notes, obligations 
or indebtedness shall have been entitled at or immediately 
prior to the time of the purchase or acquisition otherwise 
thereof by the Company or the pledge thereof hereunder. 

Neither the principal of nor the interest upon any bonds, 
notes, obligations or indebtedness pledged hereunder, secured 
by any hen or charge prior to the lien of this indenture upon 
any part of the trust estate, either at or after the respective 
dates when the same shall become due in accordance with the 
terms thereof, shall be enforceable against the Company or 
its property unless or until some one or more of the defaults 
or contingencies specified in Section 2 of Article Sixth hereof 
shall have occurred, whether or not any such default shall 
have continued for the period of grace, if any, in said Section 
2 allowed with respect thereto, but upon the occurring of any 


83 
ArtTIcLE FIFTH. Ssc. 5. 


one or more of the defaults or contingencies so specified, then 
and thereupon all such bonds, notes, obligations and indebtea- 
ness then pledged hereunder and all interest maturing there- 
on on or subsequent to the date on which such default or con- 
tingency shall occur and all of the provisions of any and every 
mortgage, deed of trust and other instrument securing any 
thereof shall be enforceable by or at the suit of the Trustees 
in accordance with the terms of such bonds, notes, obliga- 
tions, the evidences of such indebtedness and such mortgages, 
deeds of trust and other instruments respectively. 


Section 5.—Subject to the provisions of Section 4 of this 
Article Fifth, in case default shall be made in the payment of 
the principal of or interest upon any bonds, notes, obligations 
or indebtedness pledged hereunder, or of any other bonds, 
notes or obligations, secured by the same mortgage or deed of 
trust or other instrument as such bonds, notes or obligations, 
or in the due observance or performance of any covenant or 
condition contained in any of such bonds, notes or obligations 
or the evidences of such indebtedness or in the mortgage or 
deed of trust or other instrument securing the same, then 
and in every such ease, the Trustees, upon the written request 
of the Company and upon receiving reasonable indemnity, if 
required, shall, if authorized so to do by the provisions of 
such obligations or instruments, institute or join in the insti- 
tution of proper proceedings for the enforcement of such 
pledged bonds, notes, obligations or indebtedness and for tle 
foreclosure or enforcement of the mortgage or deed of trust 
or other instrument by which such bonds, notes or obligations 
are secured or otherwise to collect the amounts due thereon 
or to realize the value thereof. If some one or more of the 
defaults or contingencies specified in Section 2 of Article Sixth 
hereof shall have occurred, whether or not any such default 
shall have continued for the period of grace, if any, in said 
Section 2 allowed with respect thereto, the Trustees (or 
either of them with the consent of the other) may, and if 


Bnforcement 
of pledged 
securities. 


84 
Sec. 5. ARTICLE irr. 
directed so to do in writing by the holders of a majority in 
amount of the First Mortgage Bonds outstanding and indem- 
nified with respect to such action as hereinafter provided 
shall, institute or join in the institution of such proceedings 
without such written request of the Company. 

If either of the Trustees shall institute or join in any such 
proceedings as authorized by this Section 5 the other Trus- 
tee shall not be a necessary party to such proceeding but 
the bondholders and the trust estate shall be bound thereby 
to the same extent as if both of the Trustees had been parties 


thereto. 
pure In case at any time any corporation the securi- 
(OPert? 
protect ijeded ties whereof are pledged hereunder shall be dissolved 


or liquidated otherwise or all or any of the property 
thereof or the property securing any of the bonds or obliga- 
tions pledged hereunder shall be offered for sale upon the fore- 
closure of such mortgage or upon the insolvency or bankruptcy 
of the corporation owning such property or at any judicial 
sale, then, if such property can be acquired by applying the 
securities pledged hereunder to the purchase price thereof 
and paying not more than ten per cent. of the price of such 
property in cash (or by paying more than ten per cent. if the 
holders of a majority in amount of the First Mortgage Bonds 
then outstanding shall so request) the Trustees in 
their discretion may and the Trustees or either of 
them, if requested in writing by the Company or by 
the holders of a majority in amount of the First 
Mortgage Bonds then outstanding and provided with the neces- 
sary funds shall, purchase or cause to be purchased such prop- 
erty either in the names or on behalf of the Trustees, or one 
of them, or of the Company or by purchasing trustees, and 
shall use or permit the use of such pledged securities to make 
payment for such property; and in case of any such purchase, 
the Trustees shall take such procedings as they may deem 
proper to cause such property to be vested either in the Com- 
pany, subject to the lien of this indenture, or in some other 


85 


Articte Firru. Sro. 6. 


corporation that shall then be or shall thereupon become a sub- 
sidiary company. 

The Trustees may in any case take such steps as in their 
discretion may be deemed advisable to protect their interests 
and the interests of the holders of the First Mortgage Bonds 
in respect of any stock, bonds, obligations, indebtedness, 
claims or securities pledged hereunder; and the Trustees 
may join in any plan of reorganization or readjustment with 
respect of any such pledged securities (whether voluntary or 
consequent upon judicial proceedings, if in their judgment 
bona fide required by the circumstances of the corporation 
against the property whereof the same shall have been 
issued). 


Section 6.—Any subsidiary company may, upon such 
terms as not to impair the value of the security hereby cre- 
ated, be merged or consolidated with, or all or any part of 
its property may be sold, conveyed, transferred or leased to, 
(a) the Company, provided that this indenture immediately 
shall become and be a lien upon the property so taken over 
by the Company, free from any prior lien or charge except 
those permitted by the terms hereof, or (b) any one or more 
corporations which shall be or shall then become and continue 
to be subsidiary companies, provided that the subsidiary 
company or companies taking over such property shall have 
- no outstanding indebtedness (other than current indebtedness 
arising from operation) or liens or charges upon their prop- 
erty, except indebtedness, lens and charges pledged here- 
under. Any subsidiary company may also make a lease of all 
or any of its property on condition that such lease shall be 
terminable at the election of the Trustees under this 
indenture by entry or otherwise in case an event of default 
shall have happened as provided in Section 2 of Article 
Sixth hereof, or at the election of the purchaser in ease of a 
sale of the trust estate pursuant to any of the provisions here- 
of. 


Protection 
of pledged 
securities. 


Trustees 

may join 

in plan of 
reorganization 
or readjustment, 


Merger, 
consolidation 
or sale by 
subsidiary 
company. 


Lease by 
subsidiary 
company. 


Dissolution 
of subsidiary 
company. 


Renewal or 
extension of 
pledged 
obligations. 


Release of 
indebtedness 
of subsidiary 

company. 


Cancelation 

of entire 

issue of 
pledged 
obligations 
and discharge 
of instrument 
securing same. 


86 


ARTICLE Furr. 


Sec. 7. 


Any subsidiary company, in case all of the property thereof 
shall have been transferred, sold or disposed of as by any of 
the provisions of this Article or of Article Seventh hereof is 
permitted, may be dissolved. 


Section 7.—Any bond or other obligation pledged here- 
under may be renewed or extended (but not beyond the date 
of maturity borne by the First Mortgage Bonds) at the same 
or a lower or a higher rate of interest or new bonds or other 
obligations may be substituted therefor, provided that such 
extension, renewal or substitution shall be without substan- 
tial impairment of security. 

Any indebtedness of a subsidiary company to or held by 
the Company, whether secured or unsecured, and whether evi- 
denced by any bond, note or other instrument, may at any 
time, before or after the pledge thereof hereunder, be released 
and the evidence thereof, if any, canceled, provided that such 
subsidiary company has then outstanding no indebtedness 
(except for current expenses of operation for a period not 
exceeding six months) or liens or charges upon its property, 
except indebtedness, liens and charges pledged hereunder. 

Any bonds or other obligations pledged hereunder may be 
canceled and the mortgage or other instrument securing the 
same may be canceled and discharged of record and the mort- 
gaged or pledged properties embraced therein may be re- 
leased from the operation thereof, provided that all of such 
mortgaged or pledged properties shall have been made sub- 
ject directly to the lien of this indenture free from any other 
lien prior to this indenture (except the lien of such mortgage 
or other instrument) and all of the outstanding bonds or 
obligations secured by such mortgage or other instrument 
shall have been pledged hereunder (except lost or destroyed 
obligations for which satisfactory indemnity may have been 
given) or all thereof except those pledged hereunder shall 
be paid or otherwise discharged or amounts sufficient to pay 
or redeem the same shall have been deposited for the purpose 


87 
Artictie Frreru. Secs. 8, 9, 10. 


of such payment hereunder or with the trustee under the 
instrument securing the same if such deposit and discharge 
be provided for thereby. 


Section 8.—The Trustees shall be entitled to collect and 
receive all sums payable with respect to any of the bonds, 
obligations, indebtedness, claims or shares of stock pledged 
or assigned hereunder, which the Company at the time then 
being is not entitled to collect and receive as pro- 
vided in Section 2 of this Article Fifth; and all 
sums so collected and received shall, unless applied 
on account of the purchase price of property purchased pur- 
suant to Section 5 of this Article, be deposited hereunder and 
paid out for the purposes, subject to the restrictions and at 
the rate provided in Section 8 of Article Seventh hereof with 
respect to the payment of the proceeds of released property. 


Srection 9.—The Company agrees that on demand of the 
Trustees it will pay or satisfactorily provide for all expen- 
ses and obligations incurred by the Trustees or either of them 
under any of the provisions of this Article. In case the Com- 
pany shall fail to do so, the Trustees or either of them may 
(but shall not be obliged to) advance the requisite sums and 
such advances, with interest thereon at the rate of six per 
cent. per annum, the Company agrees to pay and for all such 
advances the Trustees and each of them shall be secured by a 
lien upon the trust estate in priority to the holders of the 
First Mortgage Bonds and coupons. 


Section 10.—The Trustees and each of them may receive 
the opinion of any counsel approved by the Trustees or the 
Trustee receiving the same (who may also be counsel for the 
Company) to the effect that any proceeding or proposed pro- 
ceeding on the part of a subsidiary company with respect 
to the securities pledged hereunder, or any action on the 
part of the Trustees or either of them with respect to any of 
the pledged securities requested by the Company or proposed 


Amounts 
payable to 
Trustees 
on pledged 
securities. 


Application 
of sums so 
collected. 


Indemnification 
of Trustees. 


Trustees may 
rely on 
opinion of 
counsel. 


Extended, 
funded and 
detached 
coupons 
deferred in 
payment. 


Events of 
default. 


88 
epblcka the ok. ARTICLE SIXTH. 


to be taken by the Trustees or either of them, is authorized 
by the provisions of this Article Fifth; and such opinion shall 
be full protection for any action or non-action by the Trus- 
tees, or either of them, on the faith thereof. 


ARTICLE SIXTH. 
REMEDIES OF TRUSTEES AND BoNDHOLDERS. 


Section 1.—Except after the prior payment in full of 
all of the First Mortgage Bonds and of all coupons and inter- 
est obligations not so extended, funded, transferred or 
pledged, no benefit of or from this indenture shall, in case of a 
default hereunder, accrue to (a) any coupon or interest claim 
that shall have been extended in contravention of the pro- 
visions of Section 1 of Article Fourth hereof, or shall, at or 
after the maturity thereof, have been purchased by or pledged 
to the Company or anyone in its behalf or any person or cor- 


‘poration which shall be obligated by agreement with the Com- 


pany to payment or purchase of the same or which shall have 
acquired the trust estate subject to the lien hereof, or (b) 
any coupon or interest claim, unless accompanied by the First 
Mortgage Bond to which it relates, that in any way at or 
after maturity shall have been transferred or pledged separ- 
ate and apart from such bond. 


Section 2.—If one or more of the following events, here- 
in called the ‘‘events of default,’’ shall happen, that is to 


gay: 


(a) Default shall be made in the payment of any instal- 
ment of interest on any of the First Mortgage Bonds 
when and as the same shall become payable as therein 
and herein expressed and such default shall continue for 
the period of three months; 


(b) Default shall be made in the payment of the prin- 
cipal of any of the First Mortgage Bonds when the same 


89 
ARTICLE SIXTH. Sec. 2. 


shall become due and payable either by the terms thereof 
or otherwise as herein provided, or any part thereof; 


(c) Default shall be made in the observance or per- 
formance of any other of the covenants, conditions or 
agreements on the part of the Company in the First 
Mortgage Bonds or in this indenture or any indenture 
supplemental hereto contained, and such default shall 
continue for the period of three months after written 
notice to the Company from the Trustees or either of 
them, specifying such default and requiring the same to 
be remedied; 


(d) An order shall be made for the appointment of a 
receiver or of receivers of the Company or of any sub- 
sidiary company or of the trust estate or of any part 
thereof with the consent of the Company or of such sub- 
sidiary company or the Company or any subsidiary com- 
pany shall take corporate action looking to the making 
of any such order or any such order shall be made after 
hearing by any court of competent jurisdiction as to the 
appointment of such receiver or receivers (whether such 
appointment shall be made or intended to be made upon 
the application or by procurement of the Trustees or 
either of them or pursuant to any provision hereof or 
otherwise) ; 

(e) Default shall be made in the payment of the prin- 
cipal of or interest upon any bonds, notes or other obliga- 
tions, secured by a lien prior to the lien of this indenture 
on any part of the trust estate, which shall not at the 
time be pledged hereunder as and when the same shall 
become due and payable in accordance with the terms 
thereof, or default shall be made in the due performance 
or observance of any of the covenants or conditions con- 
tained in any mortgage or deed of trust or other instru- 
ment constituting such prior lien (whether or not any 
default shall have continued for the period of grace, if 


Entr 
Trus 


90 
Sec. 3. ARTICLE SIxTH. 


any specified with regard thereto) of which default the 
holders of any bonds, notes, obligations or indebtedness 
secured thereby which shall not be pledged hereunder 
might take advantage, either forthwith or if continued 
for some period, definite or indefinite, by the exercise 
of any remedy in such ease provided or allowed by any 
such mortgage, deed of trust or other instrument, or 
proceedings shall have been duly instituted (otherwise 
than at the instance of the Trustees) to enforce any 
mortgage, deed of trust or other instrument securing any 
such bonds, notes, obligations or indebtedness or consti- 
tuting such prior lien; 


y by then and in every such case the Trustees, personally or by 


their agents or attorneys, may forthwith enter into or upon 
all or any part of the railways, equipment, lands, rights, in- 
terests and franchises hereby or by any indenture supple- 
mental hereto conveyed, and may exclude the Company, its 
agents and servants, wholly therefrom and, having and hold- 
ing the same, may use, operate, manage and control said rail- 
ways and premises, regulate the tolls for the transportation 
of passengers and freight thereon and conduct the business 
thereof, either personally or by their managers, superintend- 
ents, receivers, agents, servants or attorneys; and upon every 


such entry the Trustees may, at the expense of the trust 


estate, from time to time, by purchase, repairs or construc- 
tion, maintain and restore, insure and keep insured, the roll- 
ing stock, buildings, bridges and other structures and their 
contents provided for use in connection with said railways 
and premises and may make all necessary or proper repairs, 
renewals and replacements and useful alterations, additions, 
betterments and improvements of said railways, premises 
and property in the same manner and to the same extent as 
is usual with railroad companies and as to them may seem 
judicious, and may exercise all rights and powers of the Com- 
pany, either in the name of the Company or otherwise, as 


91 
ARTICLE SIxTH. Seo. 2. 


they shall deem best, and shall be entitled to collect and re- 
ceive all tolls, earnings, income, rents, issues and profits of 
the same and every part thereof and, after deducting the ex- 
penses of operating said railways and premises and conduct- 
ing the business thereof, and of all repairs, maintenance, re- 
newals, replacements, alterations, additions, betterments and 
improvements as well as taxes, assessments, insurance and 
prior or other proper charges and just and reasonable com- 
pensation for their services and for the services of all at- 
torneys, counsel, agents, clerks, servants and other employees 
by them properly engaged, they shall apply the money arising 
as aforesaid as follows: 


First.—In case the principal of the First Mortgage 
Bonds shall not then have become due, to the payment of 
the interest in default in the order of the maturity of the 
instalments of such interest, with interest thereon at 
the respective rates borne by the bonds, such payments 
to be made ratably to the persons entitled thereto with- 
out discrimination or preference, and in the event that 
at any time no such interest shall remain in default such 
money shall be accumulated pending the maturity, 
whether by lapse of time or upon declaration of maturity 
or otherwise as provided herein, of the principal of the 
First Mortgage Bonds, or until the mortgaged premises 
shall be returned to the Company as hereinafter in this 
Section 2 provided, and shall be applied from time to 
time by the Trustees as hereinabove authorized or to 
the payment (ratably among the persons entitled thereto 
without any discrimination or preference) of instalments 
of interest on the First Mortgage Bonds as the same 
shall mature. 


Second.—In case the principal of any of the First 
Mortgage Bonds ‘shall have become due either by their 
terms or otherwise as herein provided and shall be unpaid, 
first to the payment of the accrued interest (with interest 


Application 
of income. 


992 
Sec. 3. ARTICLE SIXTH. 


on overdue instalments thereof at the respective rates 
borne by the bonds) in the order of the maturity of the 
instalments and then to the payment of the principal of all 
of the First Mortgage Bonds, such payments to be made 
ratably to the persons entitled thereto without discrimin- 
ation or preference. 


Company After the default or defaults in respect to which entry as 


and Trustees 


former positions aforesaid shall have been made shall have been remedied and 


fter default : . . 
“remedied. upon the payment in full of whatever may be due for princi- 


pal and interest and be payable hereunder for other purposes 
and after making provision satisfactory to the Trustees for 
the payment of the semi-annual instalment of interest then 
next maturing upon all First Mortgage Bonds outstanding, 
the premises shall be returned to the Company and the Com- 
pany and the Trustees (unless all of the First Mortgage Bonds 
shall have been paid, principal and interest) and each of them 
shall be restored to their former positions and rights here- 
under in respect thereto. 


Upon default Section 3,—If one or more of the defaults or contingen- 


voter and CleS Specified in Section 2 of this Article Sixth shall occur, 
fren olenecn whether or not any such default shall have continued for the 
ees period of grace in said Section 2 allowed with respect there- 
to, the Trustees shall be entitled to vote on all shares of 

stock pledged hereunder and to execute waivers of notice, 

consents and other instruments as the owner of or in respect 

to such stock and the Trustees may for such purpose revoke 

any proxies or powers of attorney previously given to the 

Company or its nominee or nominees; and, in such event, the 

Trustees shall also be entitled to collect and receive all divi- 

dends and interest upon the pledged stock, bonds and obliga- 

tions which the Company would otherwise be entitled to col- 

lect and receive as provided in Section 2 of Article Fifth 

hereof (and also any interest allowed by the Depositaries 

on cash deposited hereunder except cash held in the sinking 


93 
ARTICLE SIXTH. Sec. 4. 


fund and cash deposited to the credit of unsurrendered First 
Mortgage Bonds that have been called for redemption as pro- 
vided in Article Third hereof) and shall apply the sums 
so received as hereinbefore in Section 2 of this Article 
provided with respect to the income of the trust estate, 
and the Trustees may for such purpose revoke any dividend 
orders, assignments or other instruments previously executed ; 
but in the event that a receiver shall have been appointed 
for any property subject hereto or owned by any subsidiary 
company and shall be in possession thereof pursuant to the 
provisions of this indenture, the Trustees from time to time 
in their discretion may, and at the request of the holders 
of a majority in amount of the First Mortgage Bonds outstand- 
ing shall, turn over all or any part of the interest, dividends 
and other income of the pledged securities to such receiver 
and may cooperate with such receiver in managing and opera- 
ting the entire system of the Company in such manner as the 
Trustees shall deem for the best interests of the First Mort- 
gage Bonds. 


Srection 4.—In case 


(a) Default shall be made in the payment of any instal- 
ment of interest on any of the First Mortgage Bonds, 
when and as the same shall become payable as therein 
and herein expressed, and such default shall continue 
for the period of three months; 


(b) Default shall be made in the payment of the prin- 
cipal of or the premium, if any, payable with respect to 
any of the First Mortgage Bonds when the same shall 
become due and payable upon proceedings for redemption 
thereof as in Article Third provided; 


(c) Default shall be made in the observance or per- 
formance of any other of the covenants, conditions or 
agreements on the part of the Company in the First 
Mortgage Bonds or in this indenture or any indenture 


Declaration 
of maturity 
of principal. 


94 
Sec. 4. ARTICLE SIXTH. 


supplemental hereto contained and such default shail 
continue for the period of three months after written 
notice to the Company from the Trustees or either of 
them specifying such default and requiring the same to 
be remedied; 


(d) An order shall be made for the appointment of a 
receiver or receivers of the Company or of any subsid- 
lary company or of the trust estate or of any part thereof 
with the consent of the Company or of such subsidiary 
company or the Company or any subsidiary company 
shall take corporate action looking to the making of any 
such order or any such order shall be made after hearing 
by any court of competent jurisdiction as to the appoint- 

~ ment of such receiver or receivers (whether such appoint- 
ment shall be made or intended to be made upon the ap- 
plication or by the procurement of the Trustees or either 
of them or pursuant to any provision hereof or other- 
wise) ; 


(e) Default shall be made in the payment of the prin- 
cipal of or interest upon any bonds, notes or other obli- 
gations secured by a lien prior to the lien of this inden- 
ture on any part of the trust estate which shall not at 
the time be pledged hereunder as and when the same shall 
become due and payable in accordance with the terms 
thereof, or default shall be made in the due performance 
or observance of any of the covenants or conditions con- 
tained in any mortgage or deed of trust or other instru- 
ment constituting such prior lien (whether or not such 
default shall have continued for the period of grace, if 
any, specified with regard thereto) of which default the 
holders of any bonds, notes, obligations or indebtedness 
secured thereby which shall not be pledged hereunder 
might take advantage either forthwith, or if continued 
for some period, definite or indefinite, by the exercise of 
any remedy in such case provided or allowed by any such 


95 
ARTICLE SIxTH. Sec. 5. 


mortgage, deed of trust or other instrument, or proceed- 
ings shall have been duly instituted (otherwise than at 
the instance of the Trustees) to enforce any mortgage, 
deed of trust or other instrument securing any such 
bonds, notes, obligations or indebtedness or constituting 
such prior lien; 


then and in every such case, the Trustees may, and 
upon the written request of the holders of twenty-five per cent. 
in amount of the First Mortgage Bonds then outstanding shall, 
by notice in writing delivered to the Chairman of the Board 
or the President of the Company or mailed to the Company 
at San Francisco, California, declare the principal of all of 
the First Mortgage Bonds then outstanding to be due and pay- 
able immediately and, upon such declaration, the same shall 
become and be due and payable immediately, anything in this 
indenture or in said bonds contained to the contrary notwith- 
standing. 


Section 5.—The provisions of Sections 3 and 4 of this 
Article are subject to the condition that, if at any time before 
any sale of the trust estate shall have been made pursuant to 
the provisions of Section 6 of this Article Sixth, all 
arrears of interest on the First Mortgage Bonds, with 
interest on overdue instalments at the respective rates 
borne by the bonds, together with the reasonable charges 
of the Trustees, their agents and attorneys, and all sums 
payable hereunder for other purposes, shall either be 
paid by the Company or be collected out of the trust 
estate, the holders of a majority in amount of the 
First Mortgage Bonds then outstanding, by written no- 
tice to the Company and to the Trustees, may waive any 
default that shall have happened and its consequences and, 
thereupon, the right of the Company to vote upon the pledged 
stock and the obligation of the Trustees to execute proxies and 


Remedy and 
waiver of 
default. 


96 
Sec. 6. ARTICLE SIxtTH. 


powers of attorney for such purpose and the right of the Com- 
pany to collec, and receive the income of the pledged securi- 
ties and the duty of the Trustees to execute dividend orders, 
assignments and other instruments for such purpose, all as 
set forth in Article Fifth hereof, shall revive and 
continue as though no such default had taken place; 
and, in the same case, if the principal of the First 
Mortgage Bonds shall have been declared due, the holders of 
said amount of the First Mortgage Bonds may in the same 
Rescission of Manner rescind and annul such declaration of maturity ; 
of maturity, and, thereupon, the Company and the Trustees and each of 
them shall be restored to their former positions and rights 
hereunder in respect to the mortgaged and pledged properties 
and premises; but no such waiver shall extend to or affect any 
subsequent default or impair any right consequent thereon. 


rustle bY Section 6.—If one or more of the events of default shall 
default. happen, the Trustees personally or by attorney in their 
discretion may (a) sell to the highest and best bidder all and 

singular the trust estate, including shares of capital stock, 

bonds and other obligations and all right, title, interest, claim 

and demand therein and right of redemption thereof, which 

sale shall be made at public auction at such place in the City 

and County of San Francisco, or at such other place or places 

and at such time or times consistent with the laws if any 
applicable thereto and upon such terms as the Trustees may 

fix and briefly specify in the notice of gale to be 

given as herein provided or as may be required by 

law; or (b) proceed to protect and enforce the rights of the 

Institution of Trustees and of the holders of the First Mortgage Bonds 


proceedings under this indenture by suit or suits in equity or at law or 
by any special or statutory proceedings, whether for the 
specific performance of any covenant or agreement contained 
herein or in aid of the execution of any power herein granted 


or for any foreclosure hereunder or for the enforcement of 


97 
ARTICLE SIXTH. Sec, 7. 


any other appropriate legal or equitable remedy as the 
Trustees, being advised by counsel learned in the 
law, shall deem most effectual to protect and enforce any 
of the rights or duties of the Trustees or either of them or 
any of the rights of the holders of First Mortgage Bonds. 

Upon the written request of the holders of twenty-five per 
cent. in amount of the First Mortgage Bonds outstanding, 
in case one or more of the events of default shall have hap- 
pened, it shall be the duty of the Trustees, upon 
being indemnified as hereinafter provided, to take all steps 
needful for the protection and enforcement of the rights of 
the Trustees and of the holders of the First Mortgage Bonds 
and to exercise the powers of entry or sale herein conferred 
or both or to take appropriate judicial proceedings by action, 
suit or otherwise as the Trustees, being advised by 
counsel learned in the law, shall deem expedient in the in- 
terests of the holders of the First Mortgage Bonds. 

Anything in this indenture contained to the contrary not- 
withstanding, the holders of a majority in amount of the First 
Mortgage Bonds outstanding shall have the right to direct 
and to control the action of the Trustees and the method 
and place of conducting any and all proceedings for any sale 
of the trust estate or for the foreclosure of this indenture or 
for the appointment of a receiver or any other remedy here- 
under, and all of the provisions hereof with respect to any of 
said matters or any right, power, action or remedy hereunder 
are subject in every respect to the provisions of Section 5 of 
Article Twelfth of this indenture. 


Section 7.—In the event of any sale, whether made under 
the power of sale herein granted or by virtue of judicial pro- 
ceedings, the whole of the property subject to this indenture 
shall be sold in one parcel and as an entirety, unless such sale 
as an entirety is impracticable by reason of some statute or 
other cause or unless the holders of a majority in amount of 


Duty of 
Trustees to 
proceed upon 
request of 
bondholders. 


Holders of 
majority in 
amount of 
bonds to 
eontrol 
proceedings. 


Property to 
be sold as an 
entirety. 


Right to 
marshall 
waived. 


Notice of sale. 


Adjournments 
of sale. 


Vesting title 
in purchaser. 


98 
Secs. 8,- 9. ARTICLE SIXTH. 


the First Mortgage Bonds outstanding shall in writing re- 
quest the Trustees to cause said premises to be sold 
in parcels, in which case the sale shall be made in such parcels 
and in such order as may be specified in such request or 
required by statute or as may be practicable. The Com- 
pany, for itself and all persons and corporations hereafter 
claiming through or under it, or who may at any time here- 
after become holders of liens junior to the lien of this inden- 
ture, hereby expressly waives all right to have the mortgaged 
properties marshaled upon any foreclosure or other enforce- 
ment hereof, and the Trustees or any court in which 
the foreclosure of this indenture or administration of the 
trusts hereby created is sought shall have the right as afore- 
said to sell the entire trust estate as a whole in a single lot. 


Seotion 8.—Notice of any such sale shall state the time 
and place when and where the same is to be made and contain 
a brief general description of the property to be sold and shall 
be sufficiently given if published once in each week for four 
successive weeks prior to such sale in a daily newspaper pub- 
lished in the Borough of Manhattan in the City of New York 
and in a daily newspaper published in the City and County 
of San Francisco, and in such other manner, if any, as may 
be required by law. 

The Trustees from time to time may adjourn any 
such sale by announcement at the time and place appointed 
therefor or for the adjourned sale or sales; and without 
further notice or publication unless required by law, such sale 
may be made at the time and place to which the same shall 
be so adjourned. 


Srction 9.—Upon the completion of any sale or sales under 
this indenture, the Trustees shall execute and deliver to the 
accepted purchaser or purchasers, his or their successors or 
assigns, a good and sufficient deed or deeds and bill or bills 
of sale or other proper instruments of conveyance and trans- 


99 
ARTICLE SIxTH. Src. 10. 


fer for the same and shall deliver the pledged securities to 
such purchaser or purchasers. 

The Trustees and their respective successors hereunder 
hereby are appointed the true and lawful attorneys irrevoca- 
ble of the Company in its name and stead, with full 
power of substitution, to make all necessary transfers of the 
property thus sold and, for that purpose, may execute all 
necessary acts of assignment and transfer, the Company 
hereby ratifying and confirming all that its and their said 
attorney and attorneys or substitutes shall lawfully do by 
virtue hereof. Nevertheless, the Company, if so requested 
by the Trustees, shall join in any such conveyances, assign- 
ments and transfers. 

Any such sale shall operate to divest all right, title, in- 
terest, claim and demand whatsoever either at law or in 
equity of the Company of, in and to the properties sold and 
shall be a perpetual bar both at law and in equity against 
the Company, its successors and assigns, and against all per- 
sons claiming or to claim the property sold or any part there- 
of from, through or under the Company, its successors or 
assigns. 

The personal property and chattels intended to be con- 
veyed by this indenture, other than securities and claims, 
shall be held and taken to be fixtures and appurtenances of 
the mortgaged railways and part thereof and are to be used 
and sold therewith and not separate therefrom, except as 
herein otherwise provided. 


Section 10.—The receipt of the Trustees or either of them 
or of the court officer making any such sale shall be a sufficient 
discharge for the purchase money, and no purchaser at such 
sale, or his representatives, grantees or assigns, after receiv- 
ing such receipt, shall be bound to see to the application of 
the purchase money or in any manner whatsoever be answer- 
able for any loss, misapplication or non-application thereof 


Conyveyances 
by Trustees 
authorized. 


Sale to divest 
all interest of 
the Company. 


Personal 
property deemed 
fixtures, 


Protection of 
purchaser. 


Principal 

of all bonds 
to become due 
on sale. 


Application of 
proceeds of 
sale. 


100 
PEcSPad. 12: ARTICLE SIXTH. 


or be bound to inquire as to the authorization, necessity, ex- 
pediency or regularity of any such sale. 


Section 11.—In case of a sale under any of the provisions 
of this Article Sixth, the principal sums of all of the First 
Mortgage Bonds then outstanding, if not previously due, 
immediately thereupon shall become and be due and payable, 
anything in said bonds or in this indenture contained to the 
contrary notwithstanding. 


Ssotion 12.—The purchase money, proceeds and avails of 
any such sale, together with any other sums which may then be 
deposited hereunder (except sums placed to the credit of un- 
surrendered First Mortgage Bonds pursuant to the provisions 
of Article Third hereof) shall be applied as follows: 


First—To the payment of the costs and expenses of 
such sale, including reasonable compensation to the Trus- 
tees, their agents, attorneys and counsel, and all ex- 
penses, liabilities and advances made or incurred by the 
Trustees or either of them hereunder, and to the pay- 
ment of all taxes, assessments or liens superior to the 
lien of this indenture, except any taxes, assessments or 
other superior liens subject to which the property shall 
have been sold. 


Second.—To the payment of fhe whole amount then 
due or accrued and unpaid upon the First Mortgage 
Bonds for principal and interest, with interest on over- 
due instalments of interest at the respective rates borne 
by the bonds; and in case such proceeds shall be in- 
sufficient to pay such whole amount in full, then to the 
payment of such whole amount, without preference or 
priority of principal over interest or of interest over prin- 
cipal or of any instalment of interest over any other 
instalment of interest, ratably to the aggregate of such 
whole amount; subject, however, to the provisions of 
Section 1 of this Article. 


101 
ARTICLE SIXTH. _ Secs, 13, 14. 


Third.—To the Company, its successors or assigns, 
or to whosoever may be lawfully entitled to receive the 
same. 


Section 13.—Upon any such sale any purchaser in settle- 
ment or payment of the purchase price shall be entitled to 
present any First Mortgage Bonds and appurtenant matured 
and unpaid coupons (subject, however, to the provisions. of 
Section 1 of this Article) in order that there may be credited 
as paid thereon the ratable share of the net proceeds of such 
sale apportionable to such bonds and coupons; and thereupon 
such purchaser shall be credited on account of the purchase 
price with a sum equal to such portion of the net proceeds of 


sale. 
At any such sale any bondholders may bid for and pur- 


chase the property offered and may make payment therefor 
as aforesaid and upon compliance with the terms of sale may 
hold, retain and dispose of such property without further 
accountability. 


Ssction 14.—The Company covenants that (1) in case de- 
fault shall be made in the payment of any interest on any 
First Mortgage Bond at any time outstanding and such de- 


fault shall continue for a period of three months, or (2) in a 


ease default shall be made in the payment of the principal of 
any of the First Mortgage Bonds when the same shall become 
payable either by their terms or by declaration or otherwise 
as herein provided, then upon demand of the Trustees the 
Company will pay to the Trustees for the benefit of the 
holders of the First Mortgage Bonds and coupons outstanding 
the whole amount due or accrued and unpaid on such bonds 
for principal and interest, with interest upon overdue instal- 
ments of interest at the respective rates borne by such bonds; 
and in case the Company shall fail to pay the same forthwith 
upon such demand, the Trustees in their own names and as 
trustees of an express trust shall be entitled to recover judg- 
ment for the whole amount so due. and unpaid. 


Bonds and 
coupons may 
be applied on 
purchase price. 


Bondholders 
may bid. 


On default 

in payment 
of interest 

or principal 
Company to 
pay Trustees 
entire amount 
ue. 


Trustees 
entitled to 
recover 
judgment 
though other 
proceedings 
pending. 


Trustees 
entitled to 
deficiency 
judgment. 


Recovery of 
judgment 
not to affect 
lien. 


Application 
of moneys 
collected. 


102 
Sec. 14. ARTICLE SIXTH. 


The Trustees shall be entitled to recover judgment as 
aforesaid before or after or during the pendency of any pro- 
ceedings for the enforcement of the lien of this indenture; 
and the right of the Trustees to recover such judgment shall 
not be affected by any entry or sale hereunder or by the exer- 
cise of any other right, power or remedy for the enforce- 
ment of the provisions of this indenture or the foreclos- 
ure of the lien thereof; and in case of a sale of the trust 
estate and of the application of the proceeds of sale to the 
payment of the debt hereby secured, the Trustees in their 
own name and as trustees of an express trust shall be en- 
titled to enforce the payment of and to receive all amounts then 
remaining due and unpaid on any and all of the First Mort- 
gage Bonds and coupons then outstanding for the benefit of 
the holders thereof and shall be entitled to recover judgment 
for any portion of said debt remaining unpaid, with interest. 
No recovery of any such judgment by the Trustees and 
no levy of execution pursuant to any such judgment upon 
property subject to the lien of this indenture or upon any 
other property shall in any manner or to any extent affect the 
lien of this indenture upon the trust estate or any part thereof 
or the rights, powers or remedies of the Trustees, or either of 
them, or of the holders of the First Mortgage Bonds, but such 
liens, rights, powers and remedies shall continue unimpaired 
as before. 

Any moneys thus collected by the Trustees under this 
Section 14 shall be applied, first, to the payment of the 
expenses, disbursements and compensation of the Trustees, 
their agents and attorneys, and, second, to the payment of the 
whole amount due or accrued and unpaid upon the bonds and 
coupons in respect of which such moneys shall have been 
collected, ratably to the aggregate of such whole amount at 
the date fixed by the Trustees for the distribution of such 
money. , 

Notwithstanding the foregoing provisions of this Sectioi, 
14 or any of the provisions of this indenture, the powers 


103 
ARTICLE SIXTH. Secs. 15, 16. 


hereby granted to the Trustees or either of them are 
strictly subject to the limitation that if, by the commencement 
of any action at law to recover judgment for any amount due 
and unpaid upon said bonds or hereunder or by the exercise 
of any other remedy prior to or concurrently with proceedings 
to enforce the lien of this indenture, such hen or the security 
hereby provided for would, despite the foregoing provisions 
of this Section 14, be surrendered, waived or lost, then 
neither the Trustees nor either thereof shall have power to 
commence such action at law or to exercise such prior or 
concurrent remedy; but, in case any statute or rule now in 
force providing in terms or effect that the commencement 
of an action to recover a debt secured by mortgage or other 
instrument shall be deemed a waiver of any security therefor 
or prohibiting the exercise of any other remedy prior to or 
concurrently with proceedings to enforce the lien of a mort- 
gage or other instrument upon the premises mortgaged or 
any statute or rule which now impairs or suspends the virtue 
of the foregoing provisions of this Section 14 and of which 
the Company can take advantage despite such provisions, 
shall hereafter be repealed or cease to be enforced, such 
statute or rule shall not be deemed to have become or be 
a part of the contract contained in this indenture. 


Ssction 15.—Any sums applicable under any of the pro- 
visions of this Article Sixth to the payment of principal of 
or interest upon any of the First Mortgage Bonds shall be 
paid upon presentation of the several bonds and coupons and 
stamping thereon such payment if only partially paid and 
upon surrender thereof for cancelation if fully paid. 


Section 16.—The Company will not at any time insist 
upon or plead or in any manner claim or take the benefit or 
advantage of any stay or extension law now or at any 
time hereafter in force or any law now or hereafter in force 
providing for the valuation or appraisement of the property 


Trustees not 
to exercise 
concurrent 
remedy if 
lien thereby 
would be lost. 


Presentation 
of bonds 

and coupons 
for payment. 


Stay, 
extension, 
valuation ana 
appraisemeut 
laws waived. 


Right of 
redemption 
waived. 


Trustees 
entitled to 
appointment 
of receivers. 


Powers of 
receivers. 


104 
Sec. 17. ARTICLE SIXTH. 


or any part thereof subject to this indenture prior to any sale 
or sales thereof to be made pursuant to any provision herein 
contained or to the decree, judgment or order of any court 
of competent jurisdiction; nor after any such sale or sales 
will it claim or exercise any right under any statute enacted 
by any state or territory of the United States to redeem the 
property so sold or any part thereof; and it hereby expressly 
waives all benefit and advantage of any such law or laws 
and covenants that it will not hinder, delay or impede tlie 
execution of any power herein granted and delegated to tlie 
Trustees or either of them, but will suffer and permit the 
execution of every such power as though no such law or Jaws 
had been made or enacted. 

In case any law of the character above-mentioned and now 
in force of which the Company might take advantage despite 
the provisions hereof shall hereafter be repealed or cease to 
be enforced, such law shall not be deemed to have become or 
to constitute any part of the contract contained in this inden- 
ture. 


Section 17.—If a bill in equity shall be filed or other 
judicial proceedings shall be commenced in the exercise of 
any remedy to which the Trustees or either of them or the 
bondholders shall then be entitled as anywhere herein pro- 
vided or at law or in equity or by statute, the Trustees, 
as a matter of right, shall be entitled to the appointment of 
a receiver or receivers of the trust estate; or at any time a 
receiver or receivers of the trust estate may be appointed 
upon the application of the Trustees with the consent of the 
Company. 

Any such receiver or receivers may be appointed for any 
part of the trust estate in respect to which the Trustees shall 
make request for such appointment and of the tolls, earnings, 
income, revenue, rents, issues and profits thereof, with such 
powers as the court making such appointment shall confer, 
which may comprise any or all of the powers which the 


105 
ARTICLE SIXTH. Sec. 18. 


Trustees are authorized to exercise in case of entry 
upon the trust estate pursuant to Section 2 of this 
Article Sixth, and the net income and profits of the prop- 
erty held by such receiver shall be applied as provided in See- 
tion 2 of this Article Sixth with reference to the net in- 
come and profits collected by the Trustees in  posses- 
sion; but, notwithstanding the appointment of such or of any 
receiver or receivers, the Trustees shall be entitled as pledgees 
to retain the possession and control of any securities pledged 
hereunder, and to receive all the sums payable thereon as 
provided in Section 8 of Article Fifth and Section 3 of this 
Article Sixth, and the Depositaries shall continue to hold 
the cash deposited hereunder subject to the control of the 
Trustees. 


Section 18.—In case one or more of the defaults specified 
in Section 2 of this Article Sixth shall occur and 
(1) at any time during the continuance of such de- 
fault there shall be existing any judgment against the Com- 
pany or a subsidiary company unstayed and unsecured by bond 
on appeal or (2) in any judicial proceeding by any party other 
than the Trustees an attachment shall be levied upon any 
of the property of the Company or a_ subsidiary 
company and shall not have been vacated or discharged, 
or a judgment or order entered for the winding up or 
dissolution of the Company or for the sequestration of the 
property of the Company or a subsidiary company—the Trus- 
tees shall thereupon be entitled, without awaiting the expira- 
tion of the prescribed period of default (and if they shall 
so elect, without declaring the principal of the First Mortgage 
Bonds to be due and payable) forthwith to exercise the right 
of entry herein conferred and also any and all other rights 
and powers provided to be exercised by the Trustees upon 
the happening of an event of default, and as a matter of 
right the Trustees shall thereupon be entitled to the appoint- 
ment of a receiver of the trust estate. 


Trustees to 
retain control 
of pledged 
securities 
and cash. 


In certain 
events 
Trustees need 
not await 


prescribed 
period of 
default. 


Voluntary 
surrender to 
Trustees. 


Bondholders 
not to sue 
until Trustees 
notified, 
requested and 
indemnified. 


106 
Secs. 19, 20. ARTICLE SIXTH. 


Section 19.—At any time, whenever the Company shall 
deem such action expedient for the better protection of the 
First Mortgage Bonds, although there then be no default en- 
titling the Trustees to enter into possession, the Company, 
with the consent of the Trustees, may surrender and deliver to 
them full possession of the whole or any part of the trust 
estate (except securities pledged and cash deposited here- 
under) and may authorize the Trustees to collect the dividends 
and interest upon the pledged securities and to vote any or 
all of the pledged stock—for any period, fixed or indefinite. 
The Trustees shall thereupon enter into the premises so sur- 
rendered for such period as aforesaid, without prejudice, 
however, to their right at any time subsequently when en- 
titled thereto by any provision hereof to maintain such pos- 
session, though beyond the expiration of the prescribed 
period. Upon any such voluntary surrender the Trustees 
shall use, manage and control the surrendered premises and 
receive and apply the income and revenues thereof as provided 
in Section 2 of this Article Sixth. 


Section 20.—No holder of any First Mortgage Bond or 
coupon shall have any right to institute any suit, action or 
proceeding in equity or at law or any special or statutory pro- 
ceeding, for the foreclosure of this indenture or for the execu- 
tion of any trust thereof, or for the appointment of a re- 
ceiver, or for the recovery of any amount declared or become 
due and payable for principal on any of the First Mortgage 
Bonds before the same shall have matured by the terms 
thereof, or for any remedy hereunder, unless such holder 
previously shall have given to the Trustees written notice 
of the happening of a default or contingency upon the hap- 
pening of which the Trustees are authorized to pro- 
ceed hereunder, nor unless also the holders of twenty- 
five per cent. in amount of the First Mortgage Bonds 
outstanding shall have made written request upon the 
Trustees and afforded to them a _ reasonable oppor- 


107 
ARTICLE SIXTH. Sidstel faze 


tunity either to proceed to exercise the powers here- 
in granted or to institute such action, suit or proceeding 
in their own names; nor unless also they shall have offered 
to the Trustees security and indemnity satisfactory to them 


against the costs, expenses and liabilities to be incurred there- - 


in or thereby; and the Trustees shall have refused or neglected 
to comply with such request within a reasonable time there- 
after; and such notification, request, opportunity to act and 
offer of indemnity are hereby declared at the option of 
the Trustees to be conditions precedent to the execution of 
the powers and trusts of this indenture and to any such action, 
suit, proceeding or remedy; it being understood that no one 
or more holders of First Mortgage Bonds or coupons shall 


have any right in any manner by his or their action to affect, | 


disturb or prejudice the len of this indenture or to enforce 
any rights under this indenture except in the manner herein 
provided, and that all such proceedings shall be instituted, 
had and maintained only in the manner herein provided and 
for the equal benefit of all holders of such outstanding bonds 
and coupons. 

All rights of action under this indenture or hereby author- 
ized to be enforced by the Trustees or either of them may be so 
enforced without possession of the First Mortgage Bonds or 
coupons or any thereof or the production of the same upon 
the trial or upon any other proceeding relative thereto. 


Srction 21.—Except as herein expressly provided to the 
contrary, no remedy herein conferred upon or reserved to the 
the Trustees or either of them or the holders of the First 
Mortgage Bonds is intended to be exclusive of any other 
remedy or remedies, but each and every such remedy shall be 
cumulative and shall be in addition to every other remedy 
given hereunder or now or hereafter existing at law or in 
equity or by statute. 


Section 22.—The acceptance of interest (whether or not 
it be interest in default) shall not be deemed a waiver of any 


Trustees 
may proceed 
without 
possession 
of bonds. 


Remedies 
hereunder 
cumulative, 


Acceptance 
of interest 
not to waive 
default. 


Delay not 
to impair 
rights or 
waive default. 


Remedies 
exercisable 
repeatedly. 


Company 

and Trustees 
restored to 
former 
positions on 
discontinuance 
or adverse 
determination 
of proceedings. 


108 


Seo. 23. 
Sec. 1. 


default hereunder or to effect a revocation of any action 
taken or remedy invoked in consequence of any such default 
and the waiver of any default shall not be deemed a waiver 
of any other default. No delay or omission of the Trustees 
or either of them or of any holder of First Mortgage Bonds 
to exercise any right or power accruing upon any default shall 
impair any such right or power or be construed to be a waiver 
of such default or an acquiescence therein; and every power 
and remedy given by this Article Sixth to the Trustees or 
either of them or the bondholders may be exercised from time 
to time and as often as may be deemed expedient by the 
Trustees or the bondholders respectively. . 


ARTICLE SIXTH. 
ARTICLE SEVENTH. 


Section 23.—In case the Trustees shall have proceeded 
to enforce any right under this indenture and any such pro- 
ceeding shall have been discontinued or abandoned because 
of waiver or for any other reason, or shall have been deter- 
mined adversely to the Trustees, then and in any such case 
the Company and the Trustees shall severally and respec- 
tively be restored to their former positions and rights here- 
under in respect of the trust estate and every part thereof 
and all rights, remedies and powers of the Trustees and each 
of them shall continue as though no such proceeding had 


. been taken. 


Company 

or subsidiary 
company 
may sell or 
exchange 
property or 
securities 

on certain 
eonditions. 


ARTICLE SEVENTH. 


Reveases or Morrcacep Property anp Sates anp LEASES py 
SUBSIDIARY COMPANIES, 

Section 1.—Subject to the restrictions hereinafter in this 
Article Seventh contained, the Company may sell or exchange 
and the Trustees shall release from the lien and operation of 
this indenture, or any subsidiary company may sell or ex- 
change and the Trustees shall do all acts necessary on their 
part to permit any subsidiary company to sell or exchange, 
(1) any part of the lines of railroad subject to this indenture 
or owned by any subsidiary company, (2) all of the shares of 


109 
ARTICLE SEVENTH. Src. 2. 


stock and bonds and other obligations of and claims against 
and the whole of the Company’s interest in any other cor- 
poration (but not less than all of such securities and the 
whole of such interest), (8) any other property or securities 
(except bonds or indebtedness secured by lien prior to the lien 
of this indenture on any part of the trust estate), of a char- 
acter not hereinafter in this Article Seventh specifically men- 
tioned; provided that in every instance (a) there shall remain 
subject to this indenture or owned by subsidiary companies a 
continuous line of railroad from Salt Lake City, Utah, to San 
Francisco, California, by a route substantially as direct and 
available for transportation as the main line described in the 
granting clauses hereof; (b) it shall no longer be necessary or 
expedient for the Company to retain, either directly or through 
stock ownership, the lines of railroad, property or se- 
curities so sold or exchanged or the property owned 
by the corporation, the securities of which shall be so sold or 
exchanged, as part of the Company’s system of railroads or 
for the operation, maintenance or use of the Company’s re- 
maining railways and property or for use in the business of 
the Company; (c) every line of railroad remaining subject to 
this indenture or owned by a subsidiary company or in part 
so subject and in part so owned shall remain a continuous 
line; (d) the continuity of any line such as described in said 
foregoing clause (c) with any extension, branch or feeder 
(although such connection may consist of a line of railway 
which in whole or in part is not subject to this indenture or 
owned by a subsidiary company) shall not be broken; and 
(e) the Company or the subsidiary company making such sale 
or exchange shall receive a consideration in money, securi- 
ties or property equal in value to the Company to the value 
to the Company of the property or securities so sold or 
exchanged. 


Section 2.—The Company may make leases of land 
or property other than lines of railroad subject to this 


Leases of 
land by 
Company or 
subsidiary 
company. 


Sale by 
Company or 
subsidiary 
company of 
tracks or 
trackage rights 
on certain 
conditions. 


110 
Src, 3. ARTICLE SEVENTH. 


indenture, or any subsidiary company may make leases of its 
land or property other than lines of railroad, provided it 
shall no longer be necessary or expedient for the Company to 
retain the same, either directly or through subsidiary com- 
panies, for use in the operation of its railway system or 
business. The interest of the Company in such leases 
and any rental or other compensation to be received 
by it thereunder and any reciprocal leases, contracts or 
other benefits obtained by the Company in considera- 
tion therefor or in connection therewith shall be subject to 
this indenture. If and to the extent that any such rental or 
other compensation shall be capitalized, the same shall be 
deposited hereunder and, if and to the extent that the same 
shall be payable in instalments during the terms of the lease, 
the same shall be payable to the Trustees in case of the 
happening of an event of default. Subject to the restrictions 
hereinafter in this Article Seventh contained, the Trustees 
from time to time shall release from the lien and operation of 
this indenture the leasehold interest or term of the lessee or 
lessees and assigns under any such lease of property subject 
hereto, and shall do all acts necessary on their part to permit 
any subsidiary company to make any such lease. 


Section 3.—Subject to the restrictions hereinafter in this 
Article Seventh contained, the Company may sell and the Trus- 
tees shall release from the lien and operation of this inden- 
ture, or any subsidiary company may sell and the Trustees 
shall do all acts necessary to permit such subsidiary company 
to sell, parts of tracks or other property or trackage rights 
to any terminal company or union depot company or another 
railroad company with which the Company or any subsidiary 
company may enter into arrangements for joint depot and 
terminal facilities, but only to such extent as shall be reason- 
ably necessary and incidental to such depot and terminal ar- 
rangements, and provided the Company secures and pledges 
hereunder or such subsidiary company secures contracts giv- 


haat 
ARTICLE SEVENTH. Szos. 4, 9. 


ing it the right to use such union depot or terminal property 
upon equal terms with the other companies using the same and 
provided further that the value of the property or rights 
so sold shall be commensurate with the value of the rights 
so obtained. 


Seotion 4.—The Trustees shall from time to time release 
from the lien of this indenture any franchise or franchise 
rights which are to be or shall have been surrendered and 
any tracks or structures which are to be or shall have been 
removed or abandoned, and the Trustees shall do all acts 
necessary to permit any subsidiary company to surrender any 
franchise or franchise rights or to remove or abandon any 
tracks or structures, provided that such surrender of fran- 
chise rights or such removal or abandonment of tracks or 
structures shall be or shall have been pursuant to agree- 
ment with any state, municipality or other political division 
or subdivision or to legal requirement, and provided further 
that the Company shall continue to own directly or through 
subsidiary companies a continuous line of railroad between 
the cities aforesaid and the continuity of its lines of railroad 
shall remain unbroken as provided in Section 1 of this Article 
Seventh. 


Section 5.—The Company shall have full power from time 
to time in its discretion to dispose of free from the lien hereof 
any of the rails, equipment, machinery, tools and implements 
at any time subject hereto that may have become unsuitable 
or unnecessary for use, first or simultaneously replacing the 
same by new rails, equipment, machinery, tools and imple- 
ments of substantially equal value to the Company, which 
shall become subject to the lien of this indenture in like 
degree; and any subsidiary company may dispose of similar 
property, replacing it with property of substantially equal 
value. 

The Company may at any time make any change in the 


Surrender of 
franchises and 
abandonment 
of tracks or 
structures on 
certain 
conditions, 


Worn-out 
rails and 
equipment, 


Changes in 
location of 
structures. 


Amendments 
or surrender 
of leases, 
trackage 
rights and 
contracts. 


Documents 

to be delivered 
to Trustees 
under this 

, Article: 


4 
Secs. 6, 7. ARTICLE SEVENTH. 


location of any of the tracks, station houses, buildings or 
other like articles or structures upon or comprising any part 
of the mortgaged premises, provided that the same articles 
or structures or those with which they have been replaced in 
the changed location and the premises mortgaged hereunder 
to which they shall be appurtenant shall be substantially equal 
in value to the Company to the value to the Company of the 
articles or structures the location whereof shall be changed 
and of the mortgaged premises to which they were formerly 
appurtenant; and the Trustees shall, subject to the restric- 
tions hereinafter in this Article Seventh contained, release — 
from the lien of this indenture such articles or struc- 
tures as shall have been replaced with like articles or struc- 
tures and such of the mortgaged premises to which the 
articles or structures so replaced or removed are or were 
formerly appurtenant as shall no longer be required for use 
by the Company; and any subsidiary company may likewise 
dispose of isolated parcels of property no longer required 
for use after a change in location of structures as aforesaid. 


Section 6.—The Company or any subsidiary company 
may with the consent of the Trustees from time to time 
change, amend, supplement, surrender or accept the surren- 
der in whole or in part of any leases, trackage rights, 
traffic agreements, operating agreements or contracts sub- 
ject hereto or owned or held by any subsidiary company, 
provided that the Company shall continue to own directly or 
through subsidiary companies a continuous line of railroad 
between the cities aforesaid and that the continuity of its 
lines of railroad shall remain unbroken as provided in Section 
1 of this Article Seventh. 


Suction 7.—Before the Trustees shall release any prop- 
erty, interest or securities under any of the provisions of this 
Article Seventh, or the Trustees or the Company shall permit 


Ls 
ARTICLE SEVENTH. Sec. 7. 


any subsidiary company to sell or lease any of its property 
under any of the provisions of this Article Seventh, the Com- 
pany shall deliver to the Trustees: 


(a) A certified copy of a resolution of the Board of —certifed 
Directors or Executive Committee of the Company re- "ston: 
questing the Trustees to release, or to permit a subsidiary 
company (naming it) to sell or lease, specified property, 
interests or securities in accordance with the provisions 


of a specified section of this Article Seventh. 


(b) A certificate or certificates signed by the —certificate; 
Chairman of the Board, the President or one of 
the Vice-Presidents and the Chief Engineer or 
Treasurer or Comptroller of the Company setting forth 
(1) a deseription of the property, interests or securities 
to be released or the property of a subsidiary company to 
be sold or leased; (2) such facts (whenever possible to be 
stated specifically and not in the form of conclusions) as 
shall be necessary to show that such release, sale or lease 
is authorized under the provisions of this Article Seventh; 
and (3) the consideration to be received by the Company 
or such subsidiary company upon the sale, or presently 
to be received upon the lease, of the property or upon the 
sale of the securities to be released or the sale or lease of 
the property of a subsidiary company, and if such con- 
sideration consists of securities or property, a brief de- 
scription thereof. 


(c) Evidence deemed sufficient by the Trustees —eviaence as 
of the execution and delivery to the Company or a title of new 
subsidiary company of all deeds, conveyances or otlier vac 
instruments necessary to vest in the Company or such 
subsidiary company title to the new property, if any, 
received in exchange or to take the place of the property 
released or sold, subject only to the same liens or 


charges as existed on the property so released or sold. 


—supplemental 
indentures; 


—opinion of 
counsel. 


Trustees 

may receive 
documents as 
conclusive 
evidence. 


Trustees 
may require 
further 
evidence by 
appraisal or 
otherwise. 


Proceeds of 
released 
property to 
be deposited 
hereunder. 


Application 
of money 
so deposited. 


Tt 
Szc. 8. ARTICLE SEVENTH. 


(d) all supplemental indentures or instruments of 
further assurance necessary to subject any such new 
property acquired by the Company to the lien of this in- 
denture in like degree. 


(€) an opinion of counsel for the Company to the ef- 
fect that the instruments called for by the terms of 
clauses (c) and (d) of this Section 7 are sufficient for tle 
purposes aforesaid, or that no such instruments are ne- 
cessary for any of said purposes. 


Such resolution, certificate, opinion and other instru- 
ments may be received by the Trustees as conclusive evi- 
dence as to the occurrence, existence or non-existence of any 
fact or facts that are conditions of action by the Trus- 
tees pursuant to this Article and the Trustees and each 
of them shall be fully protected for their, his or its action 
or non-action on the faith thereof; but the Trustees or either 
of them in their, his or its discretion may require further 
and additional evidence by appraisal of the property, interests 
or securities mentioned in such certificate or otherwise as to 
them, him or it may seem reasonable. 


Section 8.—The money proceeds of property or securities 
released under the provisions of Section 1 of this Article Sev- 
enth and sums deposited hereunder as required by Section 2 
of this Article Seventh and all money received as com- 
pensation for any property subject to the lien of this inden- 
ture taken by the exercise of the power of eminent domain, 
shall be deposited hereunder and paid out from time to time 
only for the purposes and subject to substantially the same 
restrictions and upon substantially similar resolutions, cer- 
tificates, opinions and other instruments as provided in Sec- 
tion 2 of Article Second hereof with reference to the pay- 
ment of the deposited cash therein mentioned at the rate, 
however, of $1,000 of such money for every $1,000, principal 
amount, of First Mortgage Bonds which might be authenti- 
cated and delivered pursuant to said Section 2. 


115 
ARTICLE SEVENTH. 
ARTICLE EIGHTH. 


Sec. 9. 


All securities received by the Company in exchange for 
property or securities so released shall! forthwith be pledged 
hereunder. Any new property acquired by the Company in 
exchange for or to take the place of any property released 
hereunder or purchased with the proceeds of property re- 
leased or property taken by the power of eminent domain 
ipso facto shall become and be subject to this indenture, as 
fully as if specifically mortgaged or assigned hereby. 


Section 9.—The powers in and by this Article Seventh 
conferred upon the Company may be exercised by it only 
while in possession of the mortgaged premises and not in 
default hereunder, but in case the Trustees or either of them 
or a receiver or receivers lawfully appointed shall at any time 
be in possession of the mortgaged premises, such powers may 
be exercised by the Trustees or the Trustee in possession or, 
with the approval of the Trustees, by the receiver or receivers 
in possession. 

In no event shall any purchaser or purchasers of any prop- 
erty sold or disposed of under any provision of this Article 
Seventh be required to see to the application of the purchase 
money. Any release of any such property executed by the 
Trustees shall be conclusive evidence to every purchaser in 
good faith of full compliance with all the conditions prece- 
dent to such release required by this indenture and shall be 
full protection to such purchaser, his heirs and assigns. 


ARTICLE EIGHTH. 


Immunity orf INcorporATORS, STOCKHOLDERS, DIRECTORS AND 
OFFICERS. 


No recourse for the payment of the principal of or interest 
upon any of the First Mortgage Bonds or coupons or any bond 
scrip certificate or any part thereof or upon any demand or 
claim based thereon or on this indenture or any indenture 
supplemental hereto or existing by reason or in respect of any 


New property 
to be subject 
hereto. 


Powers in 
this Article 
exercisable 
by Company 
only while in 
possession 
and not in 
default. 


Powers 
exercisable by 
receiver or 
Trustees in 
possession, 


Protection of 
purchaser, 


Incorporators, 
stockholders, 
directors 

and officers 
exempt from 
liability. 


116 
ARTICLE HiGHTH. 


thereof or hereof or arising because of the creation of any in- 
debtedness hereby secured or based upon or arising out of any 
covenant, agreement or obligation contained in. or implied 
from this indenture or any indenture supplemental hereto 
or any First Mortgage Bond or coupon or any bond serip 
certificate or any breach of any thereof shall be had against 
any incorporator, stockholder, director or officer, past, present 
or future, of the Company or of any predecessor or suc- 
cessor corporation (including any predecessor or suc- 
cessor in person, estate or obligation), either directly at the 
suit of any creditor or through the Company or any prede- 
cessor, assignee, grantee or successor corporation, by the en- 
forcement of any subscription, assessment, call, payment or 
otherwise, or through any receiver, assignee, trustee in bank- 
ruptcy or other representative of the Company or its ecred- 
itors, or by any legal or equitable proceeding or in any other 
manner, whether for amounts unpaid on stock subscriptions 
or for any liability of any kind, by virtue of any constitution, 
statute, contract, express or implied, representation, rule of 
law or otherwise (save only against directors or officers for 
malfeasance or gross negligence in the performance of their 
duties as such directors or officers) ; it being expressly agreed 
that this indenture and the obligations hereby secured and 
the bond scrip certificates hereinabove provided for are 
solely corporate obligations and that no. personal liability 
whatever (save only as aforesaid) shall attach to or be in- 
curred by any such incorporator, stockholder, director or 
officer thereunder or under any claim or demand as afore- 
said; and that any and all personal liability of every 
name and nature (save only as aforesaid) and any and 
all rights and claims against every such incorporator, 
stockholder, director and officer, whether arising or to arise 
at common law or in equity or created or to be created by 
statute or constitution, are hereby expressly released and 
waived as a condition of and as part of the consideration for 
the execution of the bonds and interest obligations hereby 
secured and said bond scrip certificates. 


ng 
ARTICLE NINTH. Sec. 1. 
ARTICLE NINTH. 
Possrssion Untin DerauLtT—DEFEASANCE CLAUSE. 


Section 1—Until some one or more of the events of de- 
fault shall have happened, or until an order shall lawfully be 
made for the appointment of a receiver or receivers of the 
Company or of the trust estate or until the Company shall 
have voluntarily surrendered possession to the Trus- 
tees as herein provided, the Company, its successors and 
assigns, shall be suffered and permitted to retain actual pos- 
session of all of the properties subject to this indenture (ex- 
cept certificates of stock, bonds and other securities pledged 
hereunder and cash deposited hereunder), and to manage, 
operate and use the same and every part thereof with the 
rights and franchises appertaining thereto, and to collect, 
receive, take, use and enjoy the tolls, earnings, income, rents, 
issues and profits thereof. 

The Company covenants and agrees that the income of the 
mortgaged and pledged premises, after payment of the ex- 
penses of operating and maintaining the same, including taxes 
‘and the interest matured on indebtedness, if any, secured by 
lien prior to this indenture upon the trust estate, shall be 
applied first to the payment of the interest maturing upon 
the First Mortgage Bonds, and the annual payments to be 
made into the sinking fund provided for in Article Third 
hereof, and that such income, whether before or after the 
happening of an event of default and whether the mortgaged 
premises be held and operated by the Company or by the 
Trustees or by a receiver or receivers appointed by any 
court at the instance of the Company or of the Trustees or of 
any mortgagee, stockholder, creditor or other person inter- 
ested in the affairs of the Company, shall be primarily pledged 
and applied, subject only to the payments aforesaid, to the 
payment of the principal of and interest on the bonds hereby 
secured as provided by this indenture. 


Possession in 
Company 
until default, 
receivership, 
or voluntary 
surrender. 


Covenant of 
Company as 
to application 
of income of 
mortgaged 
premises. 


118 
Sec. 2. ARTICLE NinTH. 
Bi Neen Section 2.—If (a) when all of the First Mortgage Bonds 


clause. 
shall become due and payable the Company shall well and truly 
pay or cause to be paid the whole amount of the principal and 
interest due upon all of the First Mortgage Bonds then out- 
standing, or shall provide for such payment by depositing with 
the Depositaries, or any of them, subject to the order of the 
Trustees for the payment of such bonds and coupons the 
entire amount due thereon for principal and interest; or (b) 
at any time before all of the First Mortgage Bonds shall have 
become due and payable the Company shall surrender to the 
Trustees, or either of them, all of the First Mortgage Bonds 
then outstanding (except bonds the redemption whereof shall 
be provided for by the deposit of moneys as next hereinafter 
in this Section 2 provided, and lost or destroyed bonds in 
respect whereof proof of loss or destruction and indemnity 
shall have been received and accepted by the Trustees as pro- 
vided in Section 7 of Article First of this indenture), with 
all unpaid coupons, matured and unmatured, belonging there- 
to (or, in the case of missing unpaid coupons, an amount in 
cash equal to the face amount thereof), or shall deposit with 
the Depositaries or any of them the amount required to re- 
deem, as provided in Article Third hereof, all of the out- 
standing First Mortgage Bonds or all thereof not sur- 
rendered as hereinabove in this Section 2 provided, and 
shall furnish to the Trustees evidence by affidavit of the Sec- 
retary or an Assistant Secretary of the Company in such form 
and detail as shall be accepted as sufficient by the Trus- 
tees that notice of such redemption has been advertised as pro- 
vided in said Article Third, or that due publication of such 
notice has been commenced (in which case either of the 
Trustees is hereby authorized to complete such publication )— 
and, in every case, shall also pay or cause to be paid all other 
sums payable hereunder by the Company and shall well and 
truly keep and perform all of the things required to be kept 
and performed by it according to the true intent and meaning 
of this indenture, then all property, rights and interests by 


119 
ARTICLE TENTH. Sec. 1. 


this indenture or by any indenture supplemental hereto con- 
veyed, assigned or pledged shall revert to the Company and 
the estate, right, title and interest of the Trustees and each 
of them shall thereupon cease, determine and become void 
(except to the extent necessary to complete proceedings for 
redemption commenced as aforesaid and to apply moneys 
held hereunder to the credit of bonds or coupons that shall 
have become payable but shall not have been paid) and the 
Trustees, on demand of the Company and at its cost and ex- 
pense, shall execute proper instruments acknowledging 
satisfaction of this indenture and shall enter satisfaction 
of this indenture upon the records and shall deliver all securi- 
ties and property then held by them or either of them here- 
under and shall pay over, and order the Depositaries to pay 
over, all cash held by or subject to the order of either or 
both of them hereunder (except sums placed to the credit of 
unsurrendered bonds) to the Company, its successors or as- 
signs. Otherwise this indenture shall be, continue and remain 
in full force and virtue. 


AR Te Melina: 
SuccEssor CORPORATIONS. 


Section 1.—Nothing contained in this indenture or in any 
First Mortgage Bonds shall prevent any consolidation or mer- 
ger of the Company with any other corporation or any 
lease or sale to another corporation of the trust estate as an 
entirety; provided that such consolidation, merger, lease, sale 
or transfer and the acquisition of the trust estate by the cor- 
poration formed by such consolidation or into which the Com- 
pany shall be merged or which shall purchase or take the 
trust estate as aforesaid shall be authorized by law and shall 
be on such terms as to preserve and not to impair the lien and 
security of this indenture and the rights and powers of the 
Trustees and of the holders of First Mortgage Bonds and 


Consolidation, 
merger, sale 
and lease 
permitted on 
certain 
conditions. 


Successor 
corporation 
substituted 
for Company. 


Issue of 
bonds by 
successor 

corporation. 


120 
Secs. 2, 3. ARTICLE TENTH. 


bond scrip certificates and that such successor corporation 
shall, as part of such consolidation, merger, lease or sale, 
expressly assume and agree to make due and punctual pay- 
ment of the principal of and interest upon all of the First 
Mortgage Bonds and bond scrip certificates and to perform 
all of the covenants and conditions of this indenture. 


Section 2.—Such successor corporation—upon executing 
and delivering to the Trustees and causing to be recorded an 
instrument satisfactory to the Trustees, whereby such 
corporation shall assume the due and punctual payment 
of the principal of and interest upon all of the First Mortgage 
Bonds and bond scrip certificates and the performance of the 
covenants and conditions of this indenture and shall charge 
therewith the property taken over by such corporation from 
the Company and also such of the property thereafter to be 
acquired by such corporation as it is provided in the granting 
clauses hereof shall be subject to the lien of this indenture— 
shall succeed to and be substituted for the Company with 
the same effect (except as a contrary intention shall clearly 
appear herefrom) as if it had been named herein as party 
of the first part and shall be subrogated and subject to all 
of the rights, interests, powers, liabilities and obligations of 
the Company under or by reason of this indenture or the 
First Mortgage Bonds or coupons or the bond scrip certifi- 
cates. Such corporation may exercise such powers in the 
name of the Company or in its own name or in the name of 
both said corporations or otherwise. Any act or proceeding 
by any provision of this indenture authorized or required to 
be done or performed by any board, committee or officer of 
the Company may be done and performed with like force and 
effect by the corresponding board, committee or officer of such 
successor corporation. 


Section 3.—Any such successor corporation may cause to 
be signed and issued in its own name or in the name of the 


121 
ArticLe TENTH. Secs. 4, 5. 


Company or in the names of both said corporations any of the 
First Mortgage Bonds or bond scrip certificates that shall 
not theretofore have been executed by the Company and de- 
livered to the Trustees and, for that purpose, may cause the 
Company from time to time to take any corporate action that 
may be necessary or proper; and the Trustees, upon the order 
of such successor corporation and subject to all of the terms, 
conditions and restrictions herein prescribed, shall authenti- 
eate and deliver any of the First Mortgage Bonds and bond 
scrip certificates that shall have been previously executed by 
the Company and delivered to the Trustees for authentica- 
tion, and also any thereof that such successor corporation 
shall thereafter execute and deliver to the Trustees for that 
purpose. All bonds so authenticated shall in all respects have 
the same rank and security as the bonds theretofore or there- 
after authenticated and delivered in accordance with the terms 
of this indenture as though all of the First Mortgage Bonds 
had been actually issued and this indenture had been exe- 
cuted and delivered by such successor corporation at a time 
when the title to the property intended to be covered by this 
indenture was fully and absolutely vested in such corporation. 


Section 4.—Nevertheless, before the exercise of the powers 
conferred by this Article Tenth, the Company, by an instru- 
ment in writing executed by authority of its Board of Direc- 
tors and delivered to the Trustees, may surrender any of the 
powers hereby reserved to it or to any such successor corpora- 
tion; and thereupon such powers so surrendered shall 
terminate. 


Section 5.—AIl of the covenants, stipulations, promises 
and conditions in this indenture contained by or on behalf of 
the Company shall bind its successors or assigns, whether so 
expressed or not. 


Surrender 
of powers 
reserved to 
Company. 


Successors 
or assigrs 
of Company 
bound. 


Form and 
proof of 
execution of 
instruments by 
bondholders. 


Proof of 
ownership of 
bonds and 
coupons. 


Proof 
conclusive 
in favor of 

Trustees or 
Company. 


122 


PECs ads eo. ARTICLE HLEVENTH. 
Szc.. 1, ARTICLE TWELFTH. 


ARTICLE ELEVENTH. 
BonpHoLpERS’ Acts anp Ho.pings. 


Section 1.—Any request or other instrument required by 
this indenture to be executed by bondholders may be in any 
number of concurrent writings of similar tenor and may be 
signed by such bondholders in person or by agent appointed in 
writing. The fact and date of the execution of any such in- 
strument or of any writing appointing any such agent may 
be proved by the certificate of any officer in any jurisdiction 
who, by the laws thereof, has power to take acknowledgments 
or proofs of deeds to be recorded within such jurisdiction that 
the persons signing such instrument did acknowledge before 
him the execution thereof, or may be proved by an affidavit 
of a witness of such execution. 


Sreotion 2.—The fact of the holding by any bondholder of 
unregistered coupon bonds and of coupons and the amounts, 
series, letters and numbers of such bonds and coupons and 
the date of his holding the same may be proved by a certificate 
executed by any trust company, bank, bankers or other deposi- 
tary (wherever situated) if such certificate shall be deemed 
by the Trustees or by the Trustee directed to act thereon to be 
satisfactory, showing that at the date therein mentioned such 
person had on deposit with such depositary the bonds and 
coupons therein described. The ownership of coupon bonds 
registered as to principal or of registered bonds shall be 
proved by the books of registry of such bonds. 

Section 3.—The proof provided for in this Article shall be 
sufficient for any purpose of this indenture and shall be con- 
clusive in favor of the Trustees or either of them or of the 
Company with regard to action by them or any of them taken 
upon the faith thereof. 

ARTICLE TWELFTH. 
CoNCERNING THE TRUSTEES. 


Section 1.—The Trustees and each of them shall be pro- 


TBs: 
ARTICLE TWELFTH. Sec. 1. 


tected in acting upon any notice, request, consent, certificate, 
bond, coupon, agreement or other paper or document be- 
lieved by them or by the one acting thereon to be genuine 
and to have been signed by the proper parties. The Trustees 
and each of them may perform their, his or its powers and 
duties by or through and may select and employ in and about 
the execution of this trust attorneys, appraisers, accountants, 
agents and other employes, whose reasonable compensation 
shall be deemed part of the expenses of the Trustees. They 
shall not be answerable for the default or misconduct of any 
person so employed nor shall any Trustee be liable for any 
acts, receipts, negligence or defaults of the other or be liable 
for anything whatever in connection with this trust, except his 
or its own wilful misconduct or gross negligence. The Trus- 
tees and each of them may advise with legal counsel and the 
opinion of counsel shall be a full protection and justification to 
the Trustees and each of them for anything done and suffered 
to be done by them or either of them in accordance with such 
opinion. 

The Trustees shall not be required to record, rerecord, file, 
refile or register this indenture or any indenture supplemental 
hereto or any paper relating hereto or to see to the insurance 
of any property subject hereto or the payment of any tax or 
assessment or governmental charge levied or assessed against 
the Trustees or either of them or against the Company or 
against the property subject hereto or against the owners of 
First Mortgage Bonds or to the performance or observance of 
any of the covenants or agreements hereof on the part of the 
Company. Neither the Trustees nor either of them shall be 
under any liability or responsibility whatsoever for any act 
or omission on the part of any of the Depositaries or for any 
loss or damage to the trust estate while held by a De- 
positary or any misapplication of the money deposited with 
any Depositary under the provisions of this indenture (except 
in so far as each of the Trustees is required to give orders for 
the payment of such cash deposited hereunder, but only as 


Trustees 
protected in 
acting upon 
documents 
believed to 
be genuine; 


—may employ 
agents; 


—liable only 
for wilful 
misconduct 
or gross 
negligence; 


—protected 
by opinion 
of counsel; 


—not required 
to record, 
mortgage, 

ete. 5 


—not responsible 
for acts or 
omissions of 
Depositaries; 


124 
Src. 1. ARTICLE TWELFTH. 


pongt table requested by the Company and in accordance with the provi- 


qa ossescign, Sons of this indenture). The Trustees shall not be person- 
ally liable for any debts duly contracted or for damages 
to persons or property injured or for salaries or non-fulfill- 
ment of contracts during any period wherein they shall man- 
age the mortgaged premises upon entry or voluntary sur- 
render as hereinbefore provided. 
Assent of Any action taken by the Trustees or either of them upon 


bondholder 
‘ubsequent the request or with the assent of any person who, at the time, 


subsequent 
owners of 


same bond. 18 the owner of any bond or bonds secured hereby, shall be 
conclusive and binding upon all future owners of the same bond 
Trustees not or bonds. The Trustees shall not be responsible for the execu- 


responsible for 


Viotteage tlon or validity hereof or of the First Mortgage Bonds nor 
or bones; for the sufficiency of the security provided herein, and it shall 

be no part of the duty of the Trustees or either or them to see 

that any of the property intended to be conveyed hereby or by 

any supplemental indenture is properly or legally subjected to 

the len hereof or that any securities intended to be pledged 
hereunder are delivered to the Trustees or either of them or 

to give notice to any person of the making of this indenture. 

see TA: All representations and recitals herein and in the First Mort- 
or recitals. gage Bonds and coupons contained (except the authentication 
on the bonds) are made by and on behalf of the Company and 

the Trustees are in no way responsible therefor, nor for any 

statement therein contained, nor for any action by them or 

either of them done by reason of any representation to them 

or either of them made by the Company or any of its officers. 

eet ame The Trustees and each of them may for all purposes con- 
exnotifed; clusively assume that no event of default has happened and 
that none of the defaults or contingencies mentioned in Sec- 

tion 2 of Article Sixth hereof has occurred, unless and until 

the Trustees shall have received from the holders of not less 

than ten per cent. in amount of the First Mortgage Bonds 
outstanding written notice distinctly specifying the default, 
contingency, event or fact desired to be brought to the atten- 


tion of the Trustees. 


125 


ArtIcCLE TWELFTH. Sec. 1. 


The Trustees shall not be required to take any action in- 
volving expense or liability in respect to any default or 
towards the execution or enforcement of the trusts hereby cre- 
ated, unless requested by an instrument in writing signed by 
the holders of not less than twenty-five per cent. in amount of 
the outstanding First Mortgage Bonds and unless tendered 
security and indemnity satisfactory to them against expense 
and liability, anything herein contained to the contrary not- 
withstanding; but neither any such notice nor request nor this 
provision therefor shall affect any discretion herein else- 
where specifically given to the Trustees or either of them to 
determine whether or not they or either of them shall take 
such action or to take action without such request. 

The Trustees shall be entitled to reasonable compensation 


for all services rendered by them or either of them in the 2 


execution of the trusts hereby created, as well as reimburse- 
ment of all expenses and counsel fees reasonably incurred 
and disbursed by either of them hereunder and of any 
liability or damage which they or either of them may sustain 
or incur, all of which the Company agrees to pay, and to 
secure the payment thereof the Trustees shall have a lien 
upon the trust estate in priority to the First Mortgage Bonds 
and coupons. 

Hither of the Trustees or any of the Depositaries may 
acquire First Mortgage Bonds and coupons as well as any 
and all other securities and obligations, whether of the Com- 
pany or of any other corporation or body, with the same 
rights which he, it or they would have if not such Trustee or 
Depositary and without affecting the capacity of such Trus- 
tee to act as such Trustee or to discharge any duty or ex- 
ercise any authority hereunder. 

A certificate signed by the Secretary or an Assistant 
Secretary of the Company and sealed with its corporate seal 
stating that a specific number of shares of the capital stock 
of the Company is at the date of said certificate shown by the 
stock books of the Company to be held by a single person or 


—not required 
to take action 
without written 
request and 
indemnity ; 


—entitled to 
ee eee 


n 
reimbursement. 


Trustees and 
Depositaries 
may acquire 
bonds and 
coupons. 


Certificate 

as to ownership 
of stock of 
Company 
conclusive 
evidence to 
Trustees. 


Trustees 
may rely on 
certificate in 
absence of 
otuer 
express 
provision as 
to evidence. 


Resignation 
of Trustees. 


Removal of 
Trustees. 


126 
Src. 2. ARTICLE TWELFTH. 


corporation or by persons or corporations, respectively 
(which shall in each instance be named in such certificate) 
may be accepted by the Trustees or either of them as con- 
clusive evidence for any purpose of this indenture of the 
ownership at such date by the person, persons, corporation 
or corporations so named of the shares of stock so stated to 
stand in their names respectively. 

In all cases where this indenture does not make other ex- 
press provision as to the evidence on which the Trustees or 
either of them may act or refrain from acting, he, it or they 
shall be protected in acting or refraining from acting under 
any provision of this indenture in reliance upon a certificate 
as to the existence or non-existence of any fact or facts signed 
by the Chairman of the Board or the President or one of the 
Vice-Presidents and the Secretary or Treasurer or Comptrol- 
ler or Chief Engineer of the Company. 


Section 2.—Any Trustee, original or successor, may re- 
sign and be discharged of the trusts hereby created by exe- 
cuting an instrument in writing resigning such trusts and spe- 
cifying the date when such resignation shall take effect and 
filing the same with the Company at its office in San Francisco, 
California, three months (or such shorter time as may be 
accepted by the Board of Directors or Executive Committee of 
the Company as adequate) before the date so specified, and by 
giving notice of such resignation by publication at least once 
a week for two successive weeks in one daily newspaper of 
general circulation published in the Borough of Manhattan, 
City of New York and in one daily newspaper of general cir- 
culation published in the City and County of San Francisco. 
Such resignation shall take effect on the day so specified, 
or upon the appointment, prior to such date, of a successor 
trustee. 

Any Trustee may be removed at any time by an instru- 
ment in writing filed with the Trustee to be removed and 
executed by the holders of a majority in amount of the First 
Mortgage Bonds then outstanding. 


127 


ARTICLE TWELFTH. Src. 3. 


Section 3.—In case at any time any Trustee shall resign 
or be removed or become ineapable of acting, a successor may 
be appointed by the holders of a majority in amount of the 
First Mortgage Bonds then outstanding; but pending such 
appointment by the bondholders, the Company may by an 
instrument executed by order of its Board of Directors or 
Executive Committee appoint a new Trustee, giving notice 
of such appointment by publication once in each calendar 
week (on any day of the week) for four successive weeks in 
two daily newspapers of general circulation published in the 
Borough of Manhattan, City of New York, and in a daily 
newspaper of general circulation published in the City and 
County of San Francisco. The Trustee so appointed by the 
Company shall without further act be superseded by any Trus- 
tee appointed by the bondholders in the manner above pro- 
vided prior to the expiration of one year after ane first pub- 
lication of such notice. 

If within sixty days after a vacancy shall occur in the 
office of either Trustee hereunder no appointment shall be 
made pursuant to the foregoing provisions of this Section 3, 
any bondholder or the remaining Trustee may apply to any 
eourt, state or federal, having jurisdiction to appoint a suc- 
cessor trustee, and such court may thereupon, after notice to 
the Company and the remaining Trustee and such other no- 
tice, if any, as it may deem proper and prescribe, appoint a 
successor trustee. 

Kivery successor to First Federal Trust Company as cor 
porate Trustee hereunder shall always be a trust company or 
bank qualified by law to accept and perform the trusts hereof, 
doing business in the City and County of San Francisco or the 
City of New York and having a capital and surplus aggre- 
gating at least $2,000,000, if there be such a trust company or 
bank willing and able to accept the trusts upon usual and cus- 
tomary terms. 

If at any time or times in order to conform to any legal 
requirement the Company shall so request, the Company and 


Appointment 
of successor 
Trustee by 
bondholders. 


Temporary 
appointment 
by Company. 


Appointment 
by court. 


more ate 
Trustee 

to be trust 

company 

in San 

Francisco or 

New Yerk. 


Appointment 
of additional 
Trustees, 


Merger or 
eonsolidatlion 
of corporate 
Trustee. 


Vesting 
mortgaged 
premises in 
successor 
Trustee. 


128 
Src. 4. ARTICLE TWELFTH. 


the Trustees shall have power to appoint and_ shall 
unite in the execution and delivery of all instruments and the 
performance of all acts necessary or proper to appoint one 
or more other trust companies or one or more other per- 
sons approved by the ‘Trustees, as additional trus- 
tee or trustees hereunder, either to act as co-trustee or co- 
trustees of all or any of the property subject hereto, jointly 
with the trustees originally named herein or their successors, 
or to act as a separate trustee or trusteés of any of such 
property, and in either case with all or such of the rights, 
powers, duties and obligations hereby imposed or conferred 
upon the Trustees respectively as shall be set forth in the 
instrument of appointment. 

Any company into which the corporate Trustee or any 
successor to it in the trusts created by this indenture or any 
other trust company acting as trustee hereunder may be 
merged or with which it may be consolidated, or any com- 
pany resulting from any merger or consolidation to which 
the corporate Trustee or such trust company shall be a party, 
provided such company might have been appointed trus- 
tee hereunder in accordance with the provisions of this 
Article, shall be such trustee without the execution or filing of 
any paper and without any further act on the part of any of 
the parties hereto, anything herein to the contrary notwith- 
standing. 


Section 4.—Any new trustee appointed hereunder shall 
execute, acknowledge and deliver to the Company and to its 
or his co-trustee or co-trustees an instrument accepting such 
appointment, and thereupon, without any further act, deed or 
conveyance, shall become vested with all of the estates, rights, 
properties, powers and trusts hereby conferred upon it or him 
as if originally named as trustee herein; but any trustee 
ceasing to act shall, nevertheless, on the written request of 
the Company, or of a successor trustee, execute and deliver 
an instrument transferring to such new trustee, or to such 


129 
ARTICLE TWELFTH. Src. 5- 


new trustee and his or its co-trustee, upon the trusts herein 
expressed, all of the estates, properties, rights, powers and 
trusts of the trustee ceasing to act and shall duly assign, 
transfer and deliver all property held by such trustee and 
order the payment of all cash deposited subject to the order 
of such trustee to or subject to the order of the new trustee 
appointed in his or its place. Should any deed, conveyance or 
other instrument from the Company be required by the new 
trustee for more fully and certainly vesting in and confirming 
to such new trustee such estates, rights, powers and duties, 
the Company shall execute and deliver the same. All of the 
conveyances herein provided for shall be at the cost of the 
Company, its successors or assigns. 


Section 5.—AII of the estates, right, title and interest by 
this indenture or by any indenture supplemental hereto con- 
veyed, assigned or transferred to the Trustees are conveyed, 
assigned and transferred to them as joint tenants and not as 
tenants in common. 


Provided nevertheless: 

(a) In case at any time the Trustees shall be advised that 
the exercise by either or both of the Trustees of any power 
conferred by the terms of this indenture upon them jointly, 
or the performance by either or both of the Trustees of any 
act provided by the terms hereof to be performed by them 
jointly, would, if so exercised or performed, be unlawful under 
the laws of any jurisdiction, if such laws will be applicable 
thereto, and shall stipulate in writing that such power shall 
be exercised or such act performed by one of the Trustees 
specified in such writing, although by the express provisions 
hereof authority therefor is not conferred upon such specified 
Trustee, such specified Trustee is hereby authorized to exer- 
cise such power and perform such act with the same force 
Trustees on whom such authority is by any of the other 
and effect as if the same were exercised or performed by the 
provisions hereof expressly conferred. 


Trustees 
take as 
joint tenants. 


Stipulation 

by Trustees 
for exercise 
of rower by 
one Trustee. 


130 
NSEC, 5. ARTICLE TWELFTH. 


el eta (b) If the holders of a majority in amount of First Mort- 

‘‘uamoune gage Bonds then outstanding by written instrument or instru- 
of bonds that 5 ° . ° 

“action be ments executed as provided in Section 1 of Article Eleventh 


Trustive alone. hereof and otherwise to the satisfaction of the Trustee speci- 
fied therein shall at any time or from time to time direct that 
any suit authorized by or proper for the enforcement of any 
of the provisions of this indenture or any of the rights of the 
Trustees or of the bondholders shall be prosecuted or any 
other proceeding or action authorized or contemplated hereby 
shall be taken or any power or discretion granted hereby shall 
be exercised or any function or duty preseribed hereby shall be 
performed by one of the Trustees specified in such written 
instrument acting alone, then although such suit, proceeding, 
action, power, discretion, function or duty is hereby authorized 
or intended to be prosecuted, taken, exercised or performed by 
both of the Trustees, the Trustee so specified, notwithstanding 
anything herein contained to the contrary or inconsistent 
therewith and notwithstanding any stipulation made by the 
Trustees as in clause (a) hereinabove provided, shall be vested 
with the complete and exclusive power, discretion, authority, 
right and duty, as Trustee hereunder, to institute and prose- 
cute any and every suit, take any and every proceeding and 
action, exercise any and every power and diseretion and 
perform any and every function and duty referred to in or 
contemplated by such direction and may institute and main- 
tain all such suits and recover judgment therein and cause 
the same to be executed and may take all such actions and 
proceedings, exercise all such powers and discretions and 
perform all such functions and duties as may be so directed 
(including not only everything contemplated hereby which is 
specified in such direction but everything required or appro- 
priate fully to carry out any such direction) without joining 
therein the other Trustee as a party to any suit or proceed- 
ing or otherwise, with the same effect as if the Trustee so 
acting were the only Trustee named in this indenture; and 
in every such case all of the provisions of this indenture with 


131 
ARTICLE TWELFTH. Src. 5. 


respect to any such suit, proceeding or action or the exercise 
of any such power or discretion or the performance of any 
such function or duty by the ‘Trustees shall apply 
with respect to such suit, proceeding, action, power, 
discretion, function or duty when prosecuted, taken, 
exercised or performed by such specified Trustee. Any 
instrument executed or action taken by such specified 
Trustee, in the discretion of such Trustee, may be exe- 
cuted or taken in the name of such specified Trustee or in 
the names and upon behalf of both of the Trustees or of the 
Company and the Trustees. Any such written direction may 
cover one or several or all of the powers, discretions, functions 
and duties provided for in this indenture and one or more sub- 
jects or matters and may be given in general or in specific 
terms; and any such direction so far as it shall remain unexe- 
cuted may in like manner be revoked by the holders of a 
majority in amount of First Mortgage Bonds then outstand- 
ing. Any such direction shall be deemed to vest in such speci- 
fied Trustee exclusively power, discretion, authority, right 
and duty as aforesaid and to constitute a grant to such speci- 
fied Trustee of every title, estate, interest and right necessary 
to support such direction or for the exercise thereof, by both 
the Company and all of the bondholders, to the same extent 
and with the same effect as if such direction and grant were 
specifically made by and contained in this indenture. 


(c) Whenever the office of either Trustee shall become 
vacant whether by reason of the death of the individual Trus- 
tee or the dissolution of the corporate Trustee or the resigna- 
tion, removal or incapacity of either Trustee or any other 
cause, all suits, proceedings, actions, powers, discretions, func- 
tions and duties by any of the provisions of this indenture 
authorized or intended to be prosecuted, taken, exercised or 
performed by both of the Trustees may until such vacancy 
is filled as hereinbefore provided be prosecuted, taken, exer- 


Power of 
surviving 
Trustee when 
office of 
other Trustee 
is vacant. 


Service of 
notice on 
* Trustees. 


Delivery of 
securities or 
payment of 
eash fo either 
Trustee 
effectual 
payment or 
delivery to 
both. 


Bonds to be 
authenticated 
and cash 
controlled 

by both 
Trustees. 


Method of 
execution of 
instruments 
by Trustees. 


tae 
Sec. 5. ARTICLE TWELFTH. 


cised or performed by the remaining Trustee notwithstand- 
ing any stipulation made by the Trustees as in clause (a) 
hereinabove provided or any direction given by the bond- 
holders as in clause (b) hereinabove provided, except a suit, 
proceeding, action, power, discretion, function or duty which 
is by the express terms of such direction of the bondholders 
in the event of a vacancy in the office of the Trustee therein 
specified to be prosecuted, taken, exercised or performed only 
by his or its successor and not by the remaining Trustee. 

Any notice, request or other writing by or on behalf of the 
bondholders shall be deemed to have been delivered to the 
individual Trustee if it shall have been delivered to him per- 
sonally in any jurisdiction or shall be left with the person in 
charge of his office in the Borough of Manhattan in the City 
of New York or, in case a statement specifying the address of 
such office has not been filed with the Company and the cor- 
porate Trustee, if it shall have been mailed, postage prepaid, 
addressed to the individual Trustee, General Delivery, New 
York City Post Office, and shall be deemed to have been de- 
livered to the corporate Trustee if it shall have been delivered 
or mailed to the office or regular place of business of the cor- 
porate T'rustee. 

Delivery of securities or payment of cash to either of the 
Trustees for pledge or deposit hereunder shall be deemed as 
effectual as if made to both of the Trustees. 

The First Mortgage Bonds shall be authenticated and de- 
livered by, and the cash deposited hereunder shall be held by 
the Depositaries and paid out subject to the order of, both 
of the Trustees. 

The certificate of authentication of the First Mortgage 
Bonds and of the bond scrip certificates and any writ- 
ten certificate, demand, direction, order, request, consent, 
approval, notice, waiver or other instrument or act to 
be executed or made under any of the provisions hereof 
shall be deemed sufficiently executed and made by the 
corporate Trustee if signed by the President or one of the 


133 
ARTICLE T'WELFTH. Sec. 6. 
ARTICLE THIRTEENTH. Ssc. 1. 


Vice-Presidents or the Trust Officer or the Seeretary or an 
Assistant Secretary of the corporate Trustee or by an at- 
torney in fact duly appointed in writing, and shall be deemed 
sufficiently executed and made by the individual Trustee if 
signed by him in person or by an attorney in fact duly ap- 
pointed in writing; provided, however, that every certificate, 
order or other such instrument to be executed by the Trustees 
as required or permitted hereby shall be executed either by 
the corporate Trustee acting through one of its said officers 
or by the individual Trustee in his own person and that 
no such instrument shall be executed by both of said Trus- 
tees acting through attorneys-in-fact. Hach Trustee may ap- 
point one or more individuals, trust companies or other per- 
sons his or its attorneys-in-fact for the execution of instru- 
ments generally or any specified instrument or instruments 
pursuant to this indenture, and in the same manner revoke 
such appointment, provided that in each case a copy of the 
instrument of appointment or revocation shall be filed with 
the Company and the other Trustee. 


Srotron 6.—In case any of the First Mortgage Bonds or 
bond scrip certificates shall have been authenticated but not 
delivered, any successor Trustee may adopt the certificate of 
authentication of his or its predecessor Trustee and may de- 
liver or join in the delivery of the bonds and bond scrip cer- 
tificates so authenticated; and any successor Trustee may 
authenticate bonds and bond scrip certificates in his or its 
own name or in the name of any predecessor trustee. 


ARTICLE THIRTEENTH. 


Sunpry PRovIsIons. 


Srotion 1.—Except where a contrary meaning is indicated 
by the context, the term ‘‘Company’’ includes and means not 
only the party of the first part hereto but also any corporation 
that shall qualify as a successor corporation under the pro- 


Each Trustee 
may appoint 
attorneys in 
fact. 


Successor 
Trustee 

may adopt 
certificate of 
authentication 
of predecessor. 


Definitions: 


—“Company ;” 


134 
Sec. 1. ARTICLE THIRTEENTH. 


—“Trustee;” visions of Article Tenth hereof, and the term ‘‘Trustee’’ 
means a Trustee for the time being under this indenture, 
—“Trustee,” Whether original or successor. The words ‘‘Trustee’’, 


“bond,” 


ade a ee ‘‘bond’’, ‘‘bondholder’’ and ‘‘holder’’ include the plural 
as well as the singular number unless otherwise ex- 

—“person;” pressly indicated. The word ‘‘person”’’ includes associations 
—“holder;* and corporations. The word ‘‘holder’’ used with reference 
to a registered bond or a coupon bond registered as to prin- 

cipal means the person who shall appear by the books of regis- 

try to be the registered owner thereof. In the case of unregis- 

tered coupon bonds pledged or otherwise hypothecated, the 

SY words ‘‘bondholder’’ and ‘‘holder’’ shall be deemed to refer 
to the person at the time actually in possession of such bond. 

—‘subject The words ‘‘subject hereto’’ or ‘‘subject to this indenture’’ or 


hereto,” 


“subject t 6c ae : ; pe) 66 1 1 + 
thisindestare? _ Subject to the lien hereof’’ or ‘‘subject to the lien of this 


“sufietien Indenture’? when used herein shall be held and construed to 


“subject to mean: subject to this indenture, whether as a first lien or a 
this indenture;” lien of less degree and, with respect to securities and other 
property susceptible of delivery to and deposit with the Trus- 

tees whether the same shall actually be so delivered or de- 

posited or are intended or agreed to be pledged, either present- 

ly or upon the happening of some event. All shares of stock, 

bonds, notes, obligations, securities, indebtedness, liabilities, 

claims or choses in action that shall be actually delivered to 

and deposited with the Trustees for pledge hereunder or if 

not susceptible of such delivery and deposit shall be actually 

assigned to the Trustees on the trusts hereof or are intended 

or agreed or pursuant to the provisions hereof ought to be 

so deposited or assigned either presently or upon the hap- 

naribledeed pening of some event shall be deemed to be ‘‘pledged here- 

' under’? as that term is used herein. All First Mortgage 

Bonds that shall have been authenticated and _ de- 

livered by the Trustees, except bonds that shall have 

been paid or redeemed, or shall have been called for redemp- 

tion and to the credit whereof sums shall have been placed 
—“outstanding.” ag provided in Article Third hereof, shall be deemed ‘‘out- 


135 


ARTICLE THIRTEENTH. Sec. 1. 


standing’’ as such term is used in this indenture. Wherever 
in this indenture the request of or action by a majority or any 
specified percentage in amount of the holders of First Mort- 
gage Bonds is referred to, such request of or action by the 
holders of either exactly the amount so referred to or any 
greater amount is meant. References herein to a First Mort- 
gage Bond maturing or becoming due and payable ‘‘by the 
terms thereof’’ shall be taken to mean maturing on the specific 
date expressed in the bond as the day on which such bond is 
payable. 

The words ‘‘cash deposited hereunder’’ refer to all money 
received by any of the Depositaries to be held on deposit pur- 
suant to any of the provisions hereof, including the ‘‘deposit- 
ed cash’’ mentioned in Section 2 of Article Second hereof. 

The words ‘‘terminal facilities’’ as used in this indenture 
mean property or facilities (including belt lines, depots, sta- 
tions, union stations, elevators, bridges, approaches, docks and 
wharves) at the end or terminus of any line of railroad or 
at any division point or at any junction point with any other 
railroad or at any junction point with separate portions of 
the system of the Company or at any point in any city of not 
less than 5,000 inhabitants, for the accommodation of passen- 
gers, the delivery or receipt, movement, transfer or storage 
of freight or equipment or the furnishing and repair thereof. 

The word ‘‘equipment’’ shall, when not clearly inconsistent 
with the context, be deemed to comprehend all rolling stock, 
including locomotives, tenders, motor cars, baggage cars, ex- 
press cars, postal cars, combination cars, dining cars, passen- 
ger cars, freight cars, coal cars, caboose cars, construction 
cars, work cars, wrecking cars, snow plows and hand cars; 
also all floating equipment, including tug boats, ferry boats, 
barges, lighters, transfers and harbor craft; also all electrical 
machinery, apparatus and appliances which shall not be fix- 
tures. 

The words ‘‘free funds,’?’ when used herein, shall be 
deemed to mean cash and cash items and also stocks, bonds, 


Meaning of 
holders of 
majority or 
any specified 
percentage in 
amount of 
bonds. 


Meaning of 
maturity 
“hy the terms 


thereof.” 
Definitions: 
—‘‘eash 
deposited 
hereunder ;” 
—“‘terminal 
facilities ;”’ 
—“‘equipment ;” 
—“free funds.” 


Execution 

of demands 
and other 
instruments by 
the Company. 


Authentication 
of resolution. 


Writing 
signed by all 
members of 
Executive 
Committee 
sufficient in 
lieu of 
eertified copy 
of resolution. 


Execution 
hereof in 
counterparts. 


Effect of 
invalidity of 
any provision 
hereof. 


136 
Sros. 2, 3, 4. ARTICLE THIRTEENTH. 


notes and other securities (if not subject or intended to be 
subjected to the lien hereof, as provided in this indenture), 
held in the treasury of the Company, except the proceeds of 
First Mortgage Bonds or other cash deposited hereunder paid 
to the Company under any of the provisions of this indenture 
for purposes other than reimbursement of previous expendi- 
tures certified as herein provided. 


Section 2.—Any written demand, direction, request, con- 
sent, approval, notice, certificate, waiver, nomination, appoint- 
ment, designation or other similar act to be given, made or 
executed by the Company under any of the provisions hereof 
shall, unless otherwise expressly provided hereby, be deemed 
sufficiently made and executed if signed by the Chairman of 
the Board or the President or one of the Vice-Presidents and 
the Treasurer or Secretary or Comptroller or Chief Engineer. 
The Trustees or either of them may receive a certificate 
under the corporate seal of the Company attested by the Secre- 
tary or an Assistant Secretary of the Company as sufficient 
evidence of the passage of any resolution by the Board of 
Directors or Executive Committee of the Company. 

Whenever provision is made in this indenture for the de- 
livery of a certified copy of a resolution of the Executive Com- 
mittee of the Company, a writing subscribed by all of the 
members of such Executive Committee reciting or stating the 
same matters as are required to be recited or stated in such 
resolution shall be sufficient. 


Section 3.—In order to facilitate the recording of this in- 
denture, the same may be simultaneously executed in twenty- 
five counterparts, each of which so executed shall be deemed 
to be an original although all or any of the others may not be 
produced, and such counterparts shall together constitute but 
one and the same instrument. 


Section 4.—If any provision or provisions of this inden- 
ture shall be held or deemed to be or shall in fact be inopera- 


137 


ARTICLE FOURTEENTH. 
ARTICLE FIFTEENTH. 


tive or unenforceable as applied in any particular case in any 
jurisdiction or jurisdictions or in all jurisdictions or in all 
eases because conflicting with any provision of any consti- 
tution or statute or rule of public policy or for any other 
reason, such circumstance shall not have the effect of render- 
ing the provision or provisions in question inoperative or 
unenforceable in any other case or circumstance or of render- 


ing any other provision or provisions herein contained in- - 


valid, inoperative or unenforceable to any extent whatever. 


ARTICLE FOURTEENTH. 
Parties 1n INTEREST. 


Nothing in this indenture expressed or implied is intended 
or shall be construed to give to any person other than the 
parties hereto and the holders of the First Mortgage Bonds 
any right, remedy or claim under or by reason of this inden- 
ture or any covenant, condition or stipulation thereof; and all 
of the covenants, stipulations, promises and agreements in 
this indenture contained shall be for the sole and exclusive 
benefit of the parties hereto and of the holders of the First 
Mortgage Bonds. 


ARTICLE FIFTEENTH. 
ACCEPTANCE BY TRUSTEES. 


First Federal Trust Company and Henry E. Cooper, par- 
ties hereto of the second part, hereby accept the trusts in this 
indenture declared and provided, and agree to perform the 
same upon the terms and conditions hereinbefore set forth. 


In Witness Wuereor, I'he Western Pacific Railroad 
Company has caused its corporate seal to be hereunto affixed, 
duly attested by its Secretary or an Assistant Secretary, and 
this indenture to be signed by its President or one of its Vice- 
Presidents, and First Federal Trust Company in token of its 
acceptance of this trust has caused its corporate seal to be 


Rights 
confined to 
parties and 
bondholders. 


Testimontum 


Signatures. 


[CorpoRATE SEA] 


[CorrPoRATE SEAL] 


138 


hereunto affixed, duly attested by its Secretary or an Assistant 
Secretary, and this indenture to be signed by its President or 
one of its Vice-Presidents, and Henry E. Cooper in token of 
his acceptance of this trust has hereunto set his hand and 
seal, all as of the day and year first above written. 


THE WESTERN PACIFIC RAILROAD COMPANY, 


By C. M. Levey, 
President. 


’ Attest: 


Joun F. DeVautt 
Secretary. 


Signed, sealed and delivered on 
behalf of THE WEsTERN 
Paciric Rat_troapD CoMPANY 
in the presence of: 


A. R. BaLpwin 


Rate M. ArkusH 


FIRST FEDERAL TRUST COMPANY, 
By J. G. Hooper 
Vice-President. 
Attest: 


G. K. Morrirr 
Secretary. 


Signed, sealed and delivered on 
behalf of First Feprrau 
Trust Company in the pres- 
ence of: 


C. H. McCormick 


Joun C. Boye 


139 
Henry E. Cooper (x. s) 


Signed, sealed and delivered 
by Henry EH. Coopsr in the 
presence of: 


J. Y. Ropsins, JR. 
J. F. Bowie 


) STaTE OF CALIFORNIA, 
City and County of San Francisco 


On this 14th day of July in the year One thousand nine 
hundred and sixteen before me M. V. Cotirns, a Notary Pub- 
lic in and for the City and County of San Francisco, resid- 
ing therein, duly commissioned and sworn, personally ap- 
peared C. M. Levey, known to me to be the President of THe 
Western Pactric Rattroap Company, one of the corporations 
that executed the within instrument, and to be the person 
who executed said instrument on its behalf, and he acknowl- 
edged to me that such corporation executed the same. 


8S.°3 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
written. 

M. V. Coturns 
Notary Public m and for the 
City and County of San 
Francisco, State of Calt- 
fornia. 
My term expires April 14, 1917. 


STATE OF CALIFORNIA, 
City and County of San Francisco,( ®8 


On this 14th day of July, A. D. 1916, personally ap- 
peared before me M. V. Co.uiys, a Commissioner of Deeds 
in and for the State of California, duly appointed under the 
laws and by the Governor of the State of Nevada for the pur- 
pose of taking acknowledgments and proofs of deeds and 
other instruments to be recorded in the State of Nevada, C. 
M. Levey, known to me to be the President of Tue Westen 


Acknowledgments. 


[Notarial 
Seal] 


[Commission- 
er’s Seal] 


140 


Pactric Rattroap Company, one of the corporations that ex- 
ecuted the foregoing instrument, and upon oath, did depose 
that he is the officer of said corporation as above designated ; 
that he is acquainted with the seal of said corporation and 
that the seal affixed to said instrument is the corporate seal 
of said corporation; that the signatures to said’ instrument 
were made by officers of said corporation as indicated after 
said signatures; and that the said corporation executed the 
said instrument freely and voluntarily and for the uses and 
purposes therein mentioned. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 


M. V. Couiins 
Commissioner of Deeds of the 
State of Nevada-in and for 
the State of California. 
My commission expires August 31, 1919. 


STATE OF CALIFORNIA, ? 
City and County of San Francisco, { 


On the 14th day of July, A. D. 1916, personally appeared 
before me M. V. Cortins, a Commissioner of Deeds in and 
for the State of California, duly appointed under the laws 
and by the Governor of the State of Utah for the purpose of 
taking and certifying acknowledgments and proofs of mort- 
gages, deeds and other instruments for record in the State 
of Utah, C. M. Levey, who, being by me duly sworn, did 
say that he is the President of Tue Western Pactric Ratt- 
ROAD Company, one of the corporations named in and that 
executed the foregoing instrument, and that said instrument 
was signed in behalf of said corporation by resolution of its 
Board of Directors, and said C. M. Levey acknowledged to 
me that said corporation executed the same. 


SS.° 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the County and State 


141 


aforesaid the day and year in this certificate first above 
mentioned, 
M. V. Couiins 
Commissioner of Deeds of the 
State of Utah in and for the 
State of California. 
My commission expires January 10, 1917. 


State or CaLiFrornia, ste 
City and County of San Francisco,{ ~"** 


On the 14th day of July in the year One thousand nine 
hundred and sixteen, before me personally came C. M. Lrvry, 
to me known, who, being by me duly sworn, did depose and 
say that he resides in San Francisco, California; that he is 
the President of Tur Western Paciric Raruroap Company, 
one of the corporations deseribed in and which executed the 
above instrument; that he knows the seal of said corporation; 
that the seal affixed to such instrument is such corporate seal; 
that it was so affixed by order of the Board of Directors of 
said corporation, and that he signed his name thereto by 
like order. 


In Witness Wuereor, I have hereunto set my hand and 
official seal at my office in the City and County and State afore- 
said the day and year in this certificate first above men- 
tioned. 

M. V. Cotiins 
Notary Public wm and for the 
City and County of San 
Francisco, State of Cait- 
fornia. 
My term expires April 14, 1917. 


STATE OF CALIFORNIA, ee 
City and County of San Francisco, } 


On this 14th day of July in the year One thousand 
nine hundred and sixteen before me M. V. Cotuins, a Notary 
Public in and for the City and County of San Francisco, re- 
siding therein, duly commissioned and sworn, personally ap- 
peared J. G. Hoorrr, known to me to be the Vice-President of 
First Feprrat Trust Company, one of the corporations that 


[Commisstion- 
er’s Seal] 


[Notarial 
Seal] 


(Notarial 
Seal] 


[Commission- 
er’s Seal] 


142 


executed the within instrument, and to be the person who 
executed said instrument on its behalf, and he acknowledged 
to me that such corporation executed the same. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
written. 

M. V. Couns 
Notary Public in and for the 
City and County of San 
Francisco, State of Cali- 
fornia. 
My term expires April 14, 1917. 


STaTE OF CALIFORNIA, aoe 
City and County of San Francisco, | wes 
On this 14th day of July, A. D. 1916, personally appeared 
before me M. V. Coriins, a Commissioner of Deeds in and for 
the State of California, duly appointed under the laws and by 
the Governor of the State of Nevada for the purpose of tak- 
ing acknowledgments and proofs of deeds and other instru- 
ments to be recorded in the State of Nevada, J. G. Hoopmr 
known to me to be the Vice-President of First Feperat Trust 
Company, one of the corporations that executed the foregoing 
instrument and upon oath, did depose that he is the officer of 
said corporation as above designated; that he is acquainted 
with the seal of said corporation and that the seal affixed to 
said instrument is the corporate seal of said corporation; 
that the signatures to said instrument were made by officers 
of said corporation as indicated after said signatures; and 
that the said corporation executed the said instrument freely 
and voluntarily and for the uses and purposes therein men- 
tioned. 


Iy Witness Wuereor, I have hereunto set mv hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 

M. V. Coins 
Commissioner of Deeds of the 
State of Nevada in and for 
the State of California. 
My commission expires August 31, 1919. 


143 


STATE OF CALIFORNIA, es 
City and County of San Francisco,{ °° 


On this 14th day of July, A. D. 1916, personally appeared 
before me M. V. Cotiins, a Commissioner of Deeds in and 
for the State of California, duly appointed under the laws 
and by the Governor of the State of Utah for the purpose cf 
taking and certifying acknowledgments and proofs of mori- 
gages, deeds and other instruments for record in the State 
of Utah, J. G. Hoorsr, who, being by me duly sworn, did say 
that he is the Vice-President of First FrperaL Trust Com- 
PANY, one of the corporations named in and that executed the 
foregoing instrument, and that said instrument was signed in 
behalf of said corporation by resolution of its Board of Direc- 
tors, and said J. G:. Hooper acknowledged to me that said 
corporation executed the same. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 


M. AYE CoLLIns CCommission- 
Commissioner of Deeds of the ~~ Cre 
State of Utah in and for the 
State of California. 
My commission expires January 10, 1917. 


STATE OF CALIFORNIA, 
City and County of San Francisco ee 


On the 14th day of July in the year One thousand nine 
hundred and sixteen before me personally came J. G. 
Hooper, to me known, who, being by me duly sworn, 
did depose and say that he resides in San Francisco, Cal.; that 
he is the Vice-President of Firsr Freprra, Trust Company, 
one of the corporations described in and which executed the 
above instrument; that he knows the seal of said corporation; 
that the seal affixed to such instrument is such corporate seal; 
that it was so affixed by order of the Board of Directors of 


[Notarial 
Seal] 


[ Notartal 
Seal] 


144 


said corporation, and that he signed his name thereto by like 
order. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 

M. V. Cotiins 
Notary Public in and for the 
City and County of San 
Francisco, State of Cali- 
forma. 
My term expires April 14, 1917. 


STATE OF CALIFORNIA, aut 
City and County of San Francisco,§ ~"* 


On this 14th day of July in the year One thousand 
nine hundred and sixteen before me M. V. Cotztys, 
a Notary Public in and for the City and County of San Fran- 
cisco, residing therein, duly commissioned and sworn, person- 
ally appeared Henry E. Coopser, known to me to be the indi- 
vidual described in, whose name is subscribed to and who 
executed the foregoing instrument, and he acknowledged to 
me that he executed the same. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 

M. V. CoLiins 
Notary Public wm and for the 
City and County of San 
Francisco, State of Cal- 
fornia. 
My term expires April 14, 1917. 


STATE OF CALIFORNIA, 
City and County of San Francisco, § 


On this 14th day of July, A. D. 1916, personally appeared 
before me M. V. Cottrns, a Commissioner of Deeds in and for 
the State of California, duly appointed under the laws and 


SS. ° 


145 


by the Governor of the State of Nevada for the purpose of 
taking acknowledgments and proofs of deeds and other in- 
struments to be recorded in the State of Nevada, Henry E. 
Cooper, known to me to be the person described in and who 
executed the foregoing instrument, who acknowledged to me 
that he executed the same freely and voluntarily and for the 
uses and purposes therein mentioned. 


In Witness Wuereor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 


M. V. Coturns 
Commissioner of Deeds of the 
State of Nevada m and for 
the State of Californa. 
My commission expires August 31, 1919. 


STATE oF CALIFORNIA, ae 
City and County of San Francisco,§ ~"* 


On the 14th day of July, A. D. 1916, personally 
appeared before me M. V. Corts, a Commissioner 
of Deeds in and for the State of California, duly 
appointed under the laws and by the Governor of the State 
of Utah for the purpose of taking and certifying acknowledg- 
ments and proofs of mortgages, deeds and other instruments 
for record in the State of Utah, Henry E. Cooper, the signer 
of the above instrument, who duly acknowledged to me that 
he executed the same. 


In Witness WueEreor, I have hereunto set my hand and 
affixed my official seal at my office in the City and County and 
State aforesaid the day and year in this certificate first above 
mentioned. 


M. V. Couuins 
Commissioner of Deeds of the 
State of Utah in and for the 
State of California. 
My commission expires January 10, 1917. 


[Commission- 
er’s Seal] 


[Commission- 
er’s Seal] 


[Notarial 
Seal] 


Chattel 
mortgage 
affidavits. 


[Notarlal 
Seal] 


146 


STATE OF CALIFORNIA, l 

City and County of San Francisco, | a 
On this 14th day of July, in the year 1916, before me 
came Henry E. Cooper, to me known to be the individual de- 
scribed in and who executed the foregoing instrument, and 

acknowledged that he had executed the same. 
M. V. CoLiins 

Notary Public m and for the 
City and County of San 
Francisco, State of Calt- 

forma. 
My term expires April 14, 1917. 


STATE OF CALIFORNIA, (fae 
City and County of San Francisco, } a 
C. M. Levey and Joun F. DeVavtt, being duly sworn, 
each for himself deposes and says: That said C. M. Lrvny 
is the President and said Joun F. DeVautr is the Secre- 
tary of THe Western Pacrric -Ratrroap Company, the 
mortgagor in the foregoing mortgage and deed of trust; that 
the foregoing mortgage is made in good faith to secure the 
amount named therein and is given for a debt actually owing 
and hereafter to become due from the mortgagor, to-wit, the 
principal of and interest on the First Mortgage Gold Bonds 
of said The Western Pacific Railroad Company now or 
hereafter to be issued, not to exceed $50,000,000 aggregate 
principal amount at any one time outstanding; that said mort- 
gage is not made to hinder, delay or defraud any creditor of 
the mortgagor, but is made without any design to hinder, 
delay or defraud creditors of the mortgagor or any creditors 
whatsoever; and that this affidavit is made in behalf of said 
The Western Pacific Railroad Company. 
C. M. Livery 
JoHN F. DrVautr 


Subscribed and sworn to before me} 
this 14th day of July, 1916. if 
M. V. CoLtins 
Notary Public in and for 
the City and County of 
San Francisco, State of 
California. 
My term expires April 14, 1917. 


147 


M. V. Coutrns 
Commissioner of Deeds of 
the State of Nevada in and 
for the State of California. 
My commission expires August 31, 1919. 


M. V. CoLirns 
Commissioner of Deeds of 
the State of Utah m and 
for the State of California. 
My commission expires January 10, 1917. 


STATE OF CALIFORNIA, Le 
City and County of San Francisco, *8 


J. G. Hoorrer and J. K. Morrirt, heme duly sworn, each 
for himself deposes and says: That said J. G. Hoopsr is the 
Vice-President and said J. K. Morrir is the Secretary of 
First Freperan Trust Company, one of the mortgagees 
in the foregoing mortgage and deed of trust; that the fore- 
going mortgage is made in good faith to secure the amount 
named therein and is given for a debt actually owing and 
hereafter to become due from the mortgagor, to-wit, the prin- 
cipal of and interest on the First Mortgage Gold Bonds of 
The Western Pacific Railroad Company now or hereafter 
to be issue@, not to exceed $50,000,000 aggregate principal 
amount at any one time outstanding; that said mortgage is 
not made to hinder, delay or defraud any creditor of the mort- 
gagor, but is made without any design to hinder, delay or 
defraud creditors of the mortgagor or any creditors whatso- 
ever; and that this affidavit is made in behalf of said First 
Federal Trust Company. 

J. G. Hooper 
J. K. Morrirr 


Subscribed and sworn to before me] 
this 14th day of July, 1916. § 
M. V. Cotitns 
Notary Public in and for 
the City and County of 
San Francisco, State of 
Califorma. 
My term expires April 14, N72 


[Commission- 
er’s Seal] 


[Commission- 
ers Seal] 


[Notarial 
Seal] 


148 


M. V. CoLirs 
Commissioner of Deeds of 
the State of Nevada in and 
for the State of California. 
My commission expires August 31, 1919. 


M. V. Cot.ins 
Commissioner of Deeds of 
the State of Utah in and 
for the State of California. 
My commission expires January 10, 1917. 


STATE OF CALIFORNIA, ) 


“ : SS.: 
City and County of San Francisco, , 


Henry E. Cooper, being duly sworn, deposes and says that 
he is one of the mortgagees in the foregoing mortgage and 
deed of trust; that the foregoing mortgage is made in good 
faith to secure the amount named therein and is given for a 
debt actually owing and hereafter to become due from the 
mortgagor, to-wit, the principal of and interest on the First 
Mortgage Gold Bonds of The Western Pacific Railroad 
Company now or hereafter to be issued, not to exceed $50,- 
000,000 aggregate principal amount at any one time outstand- 
ing; and that said mortgage is not made to hinder, delay or 
defraud any creditor of the mortgagor, but is made without 
any design to hinder, delay or defraud creditors of the mort- 
gagor or any creditors whatsoever. 


Henry FE. Cooprr 


Subscribed and sworn to before me} 
this 14th day of July, 1916. § 


M. V. CoLitns 
Notary Public m and for 
the City and County of 
San Francisco, State of 
California. 
My term expires April 14, 1917. 


149 


M. V. Cotiins 
Commissioner of Deeds of 
the State of Nevada in and 
for the State of California. 


My commission expires August 31, 1919. 


M. V. CoLiins 
Commissioner of Deeds of 
the State of Utah m and 
for the State of California. 


My commission expires January 10, 1917. 


[881] 


[Commission- 
er’s Seal] 


[Commisston- 
er’s Seal] 


| Wi 
Hit 


